EXCISE TAX TREATMENT Sample Clauses
The Excise Tax Treatment clause defines how excise taxes are handled between the parties in a contract. It typically specifies which party is responsible for paying any applicable excise taxes related to the goods or services provided, and may outline procedures for reimbursement or adjustment if such taxes are imposed or changed. This clause ensures that both parties are clear on their financial obligations regarding excise taxes, thereby preventing disputes and allocating tax-related risks appropriately.
EXCISE TAX TREATMENT. If the amount of payment made under this Agreement or otherwise would trigger the 20% excise tax under the "golden parachute" limits of Section 4999 of the Code, then the amount of severance payments under Section 4.4(a)(iii) (or severance under Section 4.4(a) specifically paid in lieu of severance under Section 4.4(a)(iii)) will be automatically scaled back (but not below zero) if and to the extent that the payments do not exceed the "golden parachute" limits of Code Section 280G, as long as the net effect of the reduction is that, on an after-tax basis (taking into account federal, state and local income tax and the 20% excise tax and any interest and penalties imposed with respect thereto), the Executive is receiving more from the reduced severance payments than from the higher severance payments that would have been subject to the 20% excise tax. Notwithstanding the foregoing, however, if the net effect of the reduction in severance payments under Section 4.4(a)(iii) of this Agreement (or severance under Section 4.4(a) specifically paid in lieu of severance under Section 4.4(a)(iii)) is such that, on an after-tax basis, the Executive would not be receiving more from the reduced severance payments than from the higher amount of severance that would have been subject to the 20% excise tax under Code Section 4999, then, solely as a result of any 20% excise tax under Code Section 4999 that arises from the transactions contemplated by the Transaction Agreement, the Company shall pay to Executive the higher amount of severance payments payable under Section 4.4(a)(iii) of this Agreement, plus an additional "gross up" payment in an amount such that, after payment by the Executive of all taxes (including ,without limitation, any income taxes and interest and penalties imposed with respect thereto) and the 20% excise tax under Code Section 4999 on such severance payments and the gross up payment, the Executive retains an amount of the gross up payment equal to the excise tax imposed upon the severance payments. Any gross-up payment shall be paid by the Company to the Executive within a reasonable period of time after the amount of such gross-up payment has been calculated. All determinations and calculations required to be made under this Section 8 shall be made by a certified public accounting firm servicing the Company, and such determinations shall be final and binding upon the Company and the Executive.
EXCISE TAX TREATMENT. If any of the payments or benefits to be received by Employee in connection with a Change in Control (as defined in Subsection 9E.) pursuant to the terms of this agreement or any other plan, arrangement or agreement (such payments or benefits the "Total Payments") will be subject to any excise tax imposed by Section 4999 of the Internal Revenue of 1986, as amended (the "Code"), then, after taking into account any reduction in the Total Payments provided by Section 280G of the Code in such other plan, arrangement or agreement, the payments made pursuant to Subsection 9E. of this Employment Agreement shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the excise tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of excise tax to which the Employee would be subject in respect of such unreduced Total Payments).
EXCISE TAX TREATMENT. In the event that the Executive becomes entitled to any payments or benefits in connection with a JNC Change of Control or the Executive's termination of employment, whether such payments or benefits are made or provided pursuant to the terms of this Agreement or any other plan, arrangement or agreement with JNC, any person whose actions result in a JNC Change of Control or any person affiliated with JNC or such person (collectively, "Severance Payments"), and if any of such Severance Payments would be subject to the excise tax ("Excise Tax") imposed under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), RFS shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount of the Severance Payments and the Gross-Up Payment retained by the Executive, after deduction of any Excise Tax on the Severance Pay- ments and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 5.3, shall be equal to the Severance Payments.
EXCISE TAX TREATMENT. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received or to be received in connection with a Change in Control or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) would be subject (in whole or part), to an excise tax pursuant to the operation of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the provisions of Exhibit B hereto shall apply to such payments and benefits. Any other plan, program, practice or agreement to the contrary notwithstanding, for purposes of the application of Section 4999 of the Code, no payment to the Executive under this Agreement, or otherwise, shall be reduced except as provided in Exhibit B.
EXCISE TAX TREATMENT. In the event that the Executive shall become entitled to payments and/or benefits provided by this Agreement or any other amounts in the “nature of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Payments”), and such Company Payments will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority), the Company Payments shall be reduced to one dollar less than the amount which would result in such Company Payments being subject to the Excise Tax if after taking into account the Excise Tax and all U.S. federal, state and local income and payroll tax upon the Company Payments if the net amount retained by the Executive would be greater in the event of such reduction in Company Payments than if such reduction in Company Payments did not occur. The reduction shall, unless the Executive elects otherwise, be in such order that provides Executive with the greatest after tax amount possible.
EXCISE TAX TREATMENT