Equalization Payments. If any of the Change in Control Payment will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed), the Company shall pay to the Executive in cash additional amounts (the "Gross-Up Payments") such that the net amount retained by the Executive after deduction from the Change in Control Payment and the Gross-Up Payments of any Excise Tax imposed upon the Change in Control Payment and any federal, state and local income tax and Excise Tax and any other tax imposed upon the Gross-Up Payments shall be equal to the original amount of the Change in Control Payment, prior to deduction of any Excise Tax imposed with respect to the Change in Control Payment. The Gross-Up Payments are intended to place the Executive in the same economic position he would have been in if the Excise Tax did not apply. The Gross-Up Payments shall be paid to the Executive at the earlier of the time that Change in Control Payments are paid to the Executive, or the time when any Excise Tax relating to said Change in Control Payments becomes due and payable. For purposes of determining the Gross-Up Payments pursuant to this Section 3.B.(i), the Change in Control Payment shall also include any other amounts which would be considered "Parachute Payments" (within the meaning of Section 280G(b)(2) of the Code) to the Executive, including, but not limited to, the value of any Executive Benefits and Retirement Payments made pursuant to the terms of the Retirement Agreement to the extent provided for by Code Section 280G and final, temporary or proposed regulations thereunder, and Gross-Up Payments relating to said amounts shall be paid to the Executive at the earlier of the time that said amounts are paid to the Executive, or the time when any Excise Tax relating to said amounts becomes due and payable.
Equalization Payments. Within thirty (30) days following receipt of each statement rendered pursuant to Sections 9.2 and 9.3:
(a) the Party with the higher Revenue will pay to the Party with the lower Revenue [***] in Revenue between the Parties;
(b) the Party with the lower actual Allowable Expenses will pay to the Party with the higher actual Allowable Expenses [***] in actual Allowable Expenses between the Parties;
(c) the Party with the lower Net Investment balance will pay the Party with the higher Net Investment balance [***] in Net Investment between the Parties at the end of such calendar quarter, except that the Party with the lower Net Investment balance may, in lieu of making a payment [***] between the respective Net Investments, elect to pay the other Party a financing fee equal to the weighted average cost of capital of the other Party times [***] in Net Investment between the Parties, times [***]. Weighted average cost of capital will be calculated as cost of equity times (market value of equity/(market value of equity + market value of debt)) + cost of debt times (1- tax rate) times (market value of debt/(market value of equity + market [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. value of debt)). For purposes of this Section 9.4(c), market value of debt equals book value of debt, cost of debt equals the U.S. ten (10) year Treasury rate, tax rate equals the marginal U.S. and applicable state tax rate of the other Party, and cost of equity equals the long term equity premium per Gxxxxxx Sachs with an assumed beta of 1 + cost of debt; and
(d) the payments due from/to a Party pursuant to Sections 9.4 (a) through (c) may be offset against each other, such that a single payment may be made by one Party to the other Party to fulfill the requirements of this Section 9.4.
Equalization Payments. On each Equalization Distribution Date, the Joint Sales Company shall pay to each Member, to the extent of all Available Cash, an amount equal to each such Member's Equalization Payment, if any. Equalization Payments shall be treated for income tax purposes as "guaranteed payments" within the meaning of Code Section 707(c) and, whether or not paid, shall not affect any Member's Capital Account balance. * CONFIDENTIAL TREATMENT REQUESTED
Equalization Payments. In the event that the net value of the assets contributed to a Joint Venture are not equal, equalization payments will be made or other arrangements to provide compensation will be mutually agreed upon by the parties.
Equalization Payments. Within thirty (30) days following receipt of each statement rendered pursuant to Sections 9.2 and 9.3:
(a) the Party with the higher Revenue will pay to the Party with the lower Revenue [**********] in Revenue between the Parties; [**********] Indicates omitted material that is the subject of a confidential treatment request filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Back to Contents
(b) the Party with the lower actual Allowable Expenses will pay to the Party with the higher actual Allowable Expenses [**********] in actual Allowable Expenses between the Parties;
(c) the Party with the lower Net Investment balance will pay the Party with the higher Net Investment balance [**********] in Net Investment between the Parties at the end of such calendar quarter, except that the Party with the lower Net Investment balance may, in lieu of making a payment [**********] between the respective Net Investments, elect to pay the other Party a financing fee equal to the weighted average cost of capital of the other Party times [**********] in Net Investment between the Parties, times [**********]. Weighted average cost of capital will be calculated as cost of equity times (market value of equity/(market value of equity + market value of debt)) + cost of debt times (1- tax rate) times (market value of debt/(market value of equity + market value of debt)). For purposes of this Section 9.4(c), market value of debt equals book value of debt, cost of debt equals the U.S. ten (10) year Treasury rate, tax rate equals the marginal U.S. and applicable state tax rate of the other Party, and cost of equity equals the long term equity premium per Xxxxxxx Xxxxx with an assumed beta of 1 + cost of debt; and
(d) the payments due from/to a Party pursuant to Sections 9.4 (a) through (c) may be offset against each other, such that a single payment may be made by one Party to the other Party to fulfill the requirements of this Section 9.4.
Equalization Payments a) Farmee shall, within 30 days of execution of this Agreement reimburse White Max for half of its seismic acquisition costs ($45,000).
b) If the Farmee elects to participate in the equipping and tie-in of the 7-18 Well pursuant to paragraph 5 b) above, Farmee shall reimburse White Max for 20.00% of its recompletion costs of the 7-18 Well ($32,000).
Equalization Payments. Anything in the Employment Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution to or for the benefit of the Employee (whether paid or payable or distributed or distributable) pursuant to the terms of the Employment Agreement or otherwise (the "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"; and such excise tax, the "Excise Tax"), then the Employee shall be entitled to receive from the Company an additional payment (the "Gross-Up Payment") in an amount such that the net amount of the Payment and the Gross-Up Payment retained by the Employee, after the calculation and deduction of all Excise Taxes (including any interest or penalties imposed with respect to such taxes) on the Payment and all federal, state and local income tax, employment tax and Excise Tax (including any interest or penalties imposed with respect to such taxes) on the Gross-Up Payment provided for in this paragraph, shall be equal to the Payment. Subject to the provisions of the following paragraph, all determinations required to be made under this provision, including whether and when the Gross-Up Payment is required and the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determinations shall be made by a nationally recognized certified public accounting firm as may be jointly designated by the Employee and the Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days of the receipt of notice from the Employee that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment shall be paid by the Company to the Employee within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Employee. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Gross-Up Payment made will have been an amount less than the Company should have paid pursuant to this paragraph (the "Underpayment"). In the event that the Company exhausts its remedies pursuant to the following paragraph and the Employee thereafter is required to ma...
Equalization Payments. To the extent that amounts paid in any month as salary or bonuses to Lampxxx xxx to Preston exceed in the aggregate $18,750.00 (the "Cap Amount"), then the Selling Stockholders or JAMI (xx the case may be) shall be entitled to receive from the Partnership in the succeeding month as a payment of contingent amounts owed to the Selling Stockholders or JAMI (xx the case may be) pursuant to Section 1.2(b)(3)(A), $1.00 for every $1.00 by which the amounts so paid to Lampxxx xxx Presxxx xxxeeded the Cap Amount. Any payments made pursuant to this Section 1.4 shall constitute Contingent Payments under Section 1.2(b)(3)(A) and shall be credited against the amounts due on account of the Initial Contingent Payment and shall reduce the Contingent Payment amounts stated in Section 1.2(b)(3)(A) in a corresponding amount. Upon payment in full of the Initial Contingent Payment, this Section shall be of no further force or effect.
Equalization Payments. In order to equalize the payments in respect of Union Members and non-members, the Producer shall contribute to UBCP/ACTRA an amount equal to seven percent (7%) of the Gross Fees (including Use Fees) payable to each Performer who are not members of the Union.
Equalization Payments. Another important aspect of Canadian federalism involves the distribution of financial resources across the country. Because the economies of each province vary tremendously, many provinces need financial resources transferred to them, in order to provide government services on a rough equivalence with the rest of Canada.89 Similarly, the Nisga’a will be responsible for ensuring the delivery of agreed-upon programs and services to Nisga’a citizens at levels that are reasonably comparable to those generally prevailing in northwest British Columbia. The NFA is noteworthy because this variant of the equalization principle is enshrined in the fiscal agreements.90 This requirement commits the federal and provincial governments to equalization-like obligations with respect to ensuring service provision levels are comparable to levels prevailing in the region. Whether this is of benefit to the Nisga’a, who 87. NFA, c. 16, art. 3.
