Deductions Attributable to Options Sample Clauses

Deductions Attributable to Options. RAI shall determine whether RAI or Atlas America shall file tax returns claiming the deductions attributable to the exercise of options to purchase stock of RAI which are held by employees of Atlas America (or its affiliates) after the Distributions or by employees of both RAI (or its affiliates) and Atlas America (or its affiliates) after the Distributions. If it is determined that RAI shall claim all such tax deductions, RAI shall be entitled to any such tax deductions and the tax returns of RAI and Atlas America shall be prepared accordingly and RAI shall be responsible for the remittance of the employer's share of FICA and similar taxes. To the extent any such deductions are disallowed because a tax authority determines that Atlas America should have claimed such deductions, Atlas America shall take all actions necessary to claim such deductions and pay to RAI an amount equal to the tax benefit of such deductions. If it is determined that Atlas America shall claim all such tax deductions, Atlas America shall be entitled to any such tax deductions and the tax returns of RAI and Atlas America shall be prepared accordingly. Atlas America shall notify RAI of the amount of tax deductions it intends to claim with respect to the exercise of RAI options and shall pay RAI an amount equal to the actual benefit of the related deductions (less any FICA or similar taxes paid by Atlas America) not later than 3 days prior to the due date of the estimated tax payment immediately following when any member of the Atlas America Consolidated Group becomes entitled to any tax savings, refund, credit or other offset attributable to such deduction. To the extent any such deductions are disallowed because a tax authority determines that RAI should have claimed such deductions, RAI shall pay to Atlas America an amount equal to the actual benefit received by RAI as a result of the disallowance to the extent Atlas America has paid RAI pursuant to the preceding sentence. For purposes of the preceding sentence, such benefit shall be considered equal to the excess of the amount of tax that would have been payable to a tax authority (or of the refund that would have been receivable) by RAI.
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Deductions Attributable to Options. Viacom shall determine whether Viacom or Blockbuster shall file tax returns claiming the deductions attributable to the exercise of (i) options to purchase stock of Viacom which are held by employees of Blockbuster (or its affiliates) after the Distributions or by employees of both Viacom (or its affiliates) and Blockbuster (or its affiliates) after the Distributions and/or (ii) options to purchase stock of Blockbuster which were issued as a result of a conversion of Viacom options and which resulted in a charge to the earnings of Viacom at the time of such conversion for financial reporting purposes. If it is determined that Viacom shall claim all such tax deductions, Viacom shall be entitled to any such tax deductions and the tax returns of Viacom and Blockbuster shall be prepared accordingly and Viacom shall be responsible for the remittance of the employer’s share of FICA and similar taxes. To the extent any such deductions are disallowed because a tax authority determines that Blockbuster should have claimed such deductions, Blockbuster shall take all actions necessary to claim such deductions and pay to Viacom an amount equal to product of (i) Blockbuster’s domestic marginal tax rate for the applicable taxable year multiplied by (ii) the excess of (X) such deductions computed without regard to Section 162(m) and 280G of the Code over (Y) one-half of the amount that such deductions (calculated in accordance with the immediately preceding clause (X)) are reduced by reason of the application of Section 162(m) or 280G of the Code. If it is determined that Blockbuster shall claim all such tax deductions, Blockbuster shall be entitled to any such tax deductions and the tax returns of Viacom and Blockbuster shall be prepared accordingly. Blockbuster shall notify Viacom of the amount of tax deductions it intends to claim with respect to the exercise of Viacom options and shall pay Viacom an amount equal to product of (i) Blockbuster’s domestic marginal tax rate for the applicable taxable year multiplied by (ii) the excess of (X) such deductions computed without regard to Section 162(m) and 280G of the Code over (Y) one-half of the amount that such deductions (calculated in accordance with the immediately preceding clause (X)) are reduced by reason of the application of Section 162(m) or 280G of the Code (less any FICA or similar taxes paid by Blockbuster) not later than 3 days prior to the due date of the estimated tax payment immediately following when any ...
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Deductions Attributable to Options. Viacom shall determine whether Viacom or Blockbuster shall file tax returns claiming the deductions attributable to the exercise of (i) options to purchase stock of Viacom which are held by employees of Blockbuster (or its affiliates) after the Distributions or by employees of both Viacom (or its affiliates) and Blockbuster (or its affiliates) after the Distributions and/or (ii) options to purchase stock of Blockbuster which were issued as a result of a conversion of Viacom options and which resulted in a charge to the earnings of Viacom at the time of such conversion for financial reporting purposes. If it is determined that Viacom shall claim all such tax deductions, Viacom shall be entitled to any such tax deductions and the tax returns of Viacom and Blockbuster shall be prepared accordingly and Viacom shall be responsible for the remittance of the employer's share of FICA and similar taxes. To the extent any such deductions are disallowed because a tax authority determines that Blockbuster should have claimed such deductions, Blockbuster shall take all actions necessary to claim such deductions and pay to Viacom an amount equal to the tax benefit of such
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Related to Deductions Attributable to Options

  • Treatment of Tax Indemnity and Tax Benefit Payments In the absence of any change in Tax treatment under the Code or other applicable Tax Law,

  • Other Provisions applicable to Adjustments under this Section The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4:

  • Other Provisions Applicable to Adjustments The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock into which this Warrant is exercisable and the Current Warrant Price provided for in Section 4:

  • Other Provisions Applicable to Adjustments Under this Section 4. The following provisions shall be applicable to the making of adjustments in the Warrant Price hereinbefore provided in Section 4:

  • Section 280G; Limitations on Payment (a) If any payment or benefit Employee shall or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment provided pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Employee. If more than one method of reduction shall result in the same economic benefit, the items so reduced shall be reduced pro rata (the “Pro Rata Reduction Method”).

  • ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers Under Section II of this Schedule A. T. Rowe Price Trust Company, as Trustee for the Johnson Matthey Salaried Employee Savings Plan Common Trust Funds T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Emerging Markets Equity Trust Global Proxy Service Rider Foreign Discovery Trust Global Proxy Service Rider Foreign Discovery Trust - B Global Proxy Service Rider India Trust Global Proxy Service Rider International Small-Cap Trust Global Proxy Service Rider Japan Discovery Trust Global Proxy Service Rider Taiwan Trust Global Proxy Service Rider AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000 and July 24, 2001 (the “Custody Agreement”) by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 24, 2002 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Deduction Limitation on Benefit Payments If the Bank reasonably anticipates that the Bank’s deduction with respect to any distribution under this Agreement would be limited or eliminated by application of Code Section 162(m), then to the extent deemed necessary by the Bank to ensure that the entire amount of any distribution from this Agreement is deductible, the Bank may delay payment of any amount that would otherwise be distributed under this Agreement. The delayed amounts shall be distributed to the Executive (or the Beneficiary in the event of the Executive’s death) at the earliest date the Bank reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).

  • Limitations Applicable to Section 16 Persons Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

  • Distributions Upon Taxation of Amounts Deferred If, pursuant to Code Section 409A, the Federal Insurance Contributions Act or other state, local or foreign tax, the Executive becomes subject to tax on the amounts deferred hereunder, then the Bank may make a limited distribution to the Executive in a manner that conforms to the requirements of Code section 409A. Any such distribution will decrease the Executive’s benefits distributable under this Agreement.

  • Distributions Upon Income Inclusion Under Section 409A of the Code Upon the inclusion of any portion of the benefits payable pursuant to this Agreement into the Executive’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Executive’s vested accrued liability, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.

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