Gross-Up Protection Sample Clauses

Gross-Up Protection. The Company shall make all payments to be made by it under this Agreement and the Convertible Debenture without deduction for any tax, unless such deduction is required by law. If a tax deduction is required by law to be made by the Company, the amount of the payment to the Lender due from the Company will be increased by an amount which (after making the tax deduction) leaves an amount equal to the payment which would have been due if no such tax deduction had been required. The Company shall promptly notify the Lender of any tax deduction required by law and the date of payment by the Company thereof.
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Gross-Up Protection. In the event you become entitled to payments or benefits, all or a portion of which become subject to tax imposed under Section 4999 of the Internal Revenue Code of 1986 as amended (the "Code") or any other similar tax, but not income tax of any nature (collectively, "Excise Tax"), DFS shall pay you an additional amount ("Gross-Up Payment") such that the amount retained by you after reduction for any Excise Tax (including penalties or interest thereon) equals the amount to be paid to you by DFS hereunder prior to the imposition of such Excise Tax ("Total Payments"), provided that in the event the amount to be retained after imposition of the Excise tax is equal to or exceeds 80% of the Total Payments, no such Gross-Up payment shall be made to you by DFS. The amount of the Gross-Up Payment shall include the amount of all federal, state and local income taxes (including, without limitation, Excise Tax) imposed on the Gross-Up Payment at the maximum marginal rates then in effect and shall be calculated by DFS' independent auditors. In the event that such Gross-Up Payment is finally determined to be less than the amount necessary to achieve the purposes of this paragraph, DFS shall pay an additional amount to you in respect of such deficiency (including any interest and penalties). In the event that such Gross-Up Payment is finally determined to exceed the amount necessary to achieve the purposes of this paragraph, you must promptly repay the entire amount of such excess Gross-Up Payment to DFS.
Sample 1
Gross-Up Protection. In the event you become entitled to payments or benefits which become subject to tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any other similar tax, but not income tax of any nature (collectively, "Excise Tax"), DFS shall pay you an additional amount ("Gross-Up Payment") such that the amount retained by you after reduction for any Excise Tax (including penalties or interest thereon) equals the amount to be paid to you hereunder prior to the imposition of such Excise Tax. The amount of the Gross-Up Payment shall include the amount of all federal, state and local income taxes (including, without limitation, Excise Tax) imposed on the Gross-Up Payment at the maximum marginal rates then in effect and shall be calculated by DFS' independent auditors. In the event that such Gross-Up Payment is ultimately determined to be less than the amount necessary to achieve the purposes of this paragraph, DFS shall pay an additional amount to you in respect of such deficiency (including any interest and penalties). In the event that such Gross-Up Payment is ultimately determined to exceed the amount necessary to achieve the purposes of this paragraph, you must promptly repay the entire amount of such excess Gross-Up Payment to DFS.
Sample 1
Gross-Up Protection. In the event you become entitled to payments, all or a portion of which become subject to tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any other similar tax, but not income tax of any nature)("Excise Tax"), DFS shall pay you an additional amount ("Gross-Up Payment") such that the amount retained by you after reduction for any Excise Tax (including penalties or interest thereon) equals the amount to be paid to you by DFS hereunder prior to the imposition of such Excise Tax ("Total Payments"), provided that in the event the amount to be retained after imposition of the Excise tax is equal to or exceeds 80% of the Total Payments, no such Gross-Up payment shall be made to you by DFS. The amount of the Gross-Up Payment shall be calculated by DFS' independent auditors. In the event that such Gross-Up Payment is finally determined to be less than the amount of any Excise Tax, DFS shall pay an additional amount to you in respect of such deficiency (including any interest and penalties). In the event that such Gross-Up Payment is finally determined to exceed the amount of any Excise Tax, you must promptly repay the entire amount of such excess Gross-Up Payment to DFS.
Sample 1
Gross-Up Protection. In the event you become entitled to payments which become subject to tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any other similar tax, but not income tax of any nature)("Excise Tax"), DFS shall pay you an additional amount ("Gross-Up Payment") such that the amount retained by you after reduction for any Excise Tax (including penalties or interest thereon) equals the amount to be paid to you hereunder prior to the imposition of such Excise Tax. The amount of the Gross-Up Payment shall be calculated by DFS' independent auditors. In the event that such Gross-Up Payment is ultimately determined to be less than the amount of any Excise Tax, DFS shall pay an additional amount to you in respect of such deficiency (including any interest and penalties). In the event that such Gross-Up Payment is ultimately determined to exceed the amount of any Excise Tax, you must promptly repay the entire amount of such excess Gross-Up Payment to DFS.
Sample 1

Related to Gross-Up Protection

  • Job Protection 15.9.1 Subject to 15.10 below, an employee returning from parental leave is entitled to resume work in the same position or a similar position to the one they occupied at the time of commencing parental leave. A similar position means a position: (a) At the equivalent salary, grading; (b) At the equivalent weekly hours of duty; (c) In the same location or other location within reasonable commuting distance; and (d) Involving responsibilities broadly comparable to those experienced in the previous position. 15.9.2 Where applicable, employees shall continue to be awarded increments when their incremental date falls during absence on parental leave.

  • Virus Protection The Bank is not responsible for any electronic virus or viruses that you may encounter. We suggest that you routinely scan your PC using a virus protection product. An undetected virus may corrupt and destroy your programs, files, and your hardware.

  • Salary Protection A regular employee who fills a regular vacancy or displaces a regular employee at a lower classification shall receive salary protection in accordance with Article 27.7.

  • Child Protection The Contractor acknowledges that it (and its personnel) are aware of the requirements of the Child Protection (Working with Children) Act 2012 (NSW) and all related laws concerning child protection (Child Protection Laws). The Contractor will ensure that it (and its personnel) comply with the requirements of the Child Protection Laws and policies of the DoE relating to child protection as notified to the Contractor from time to time. The Contractor must, at the Contractor’s expense, certify that the Contractor and the Contractor’s personnel are not a prohibited person under any Child Protection Laws and undergo any other screening, such as the ‘Working with Children Check’, as required under Child Protection Laws or by the School (or DoE). Any of the Contractor’s personnel that is a prohibited person under any Child Protection Laws must not be engaged in providing any Services. The Contractor is to immediately advise the Department if it becomes aware that it (or its personnel) are the subject of a reportable allegation involving children.

  • Whistle Blowing Protection The Employer agrees to adhere to the whistle blowing protection pursuant to the

  • System Protection To prevent compromise of systems which contain DSHS Data or through which that Data passes: a. Systems containing DSHS Data must have all security patches or hotfixes applied within 3 months of being made available. b. The Contractor will have a method of ensuring that the requisite patches and hotfixes have been applied within the required timeframes. c. Systems containing DSHS Data shall have an Anti-Malware application, if available, installed. d. Anti-Malware software shall be kept up to date. The product, its anti-virus engine, and any malware database the system uses, will be no more than one update behind current.

  • INSURANCE PROTECTION A. The Board shall provide MESSA Plan 1 or Plan 2 described below by making payment of insurance premiums for a full twelve (12) month period each year of this Agreement for the teacher and his/her eligible dependents as defined by MESSA, subject to the provisions below. B. Each teacher shall elect either Plan 1 or Plan 2, provided, however, that if a husband and wife are both members of the bargaining unit, one shall select Plan 1 and the other Plan 2. Part-time teachers shall receive the Plan 1 premium rate on a pro rata basis (e.g., a teacher employed for three days per week will receive three-fifths of the premium rate due to a full-time teacher eligible for the same coverage). Those part-time Teacher electing Plan 1 shall pay the difference between the prorated amount and the full cost of the appropriate health insurance by direct payment or payroll deduction. C. The employer shall pay 80% of the total cost of the MESSA medical premium and deductible. 100% of the non-medical benefits. Additionally, the Board agrees to maintain this 80/20 cost-sharing provision during the life of this Agreement. Employees shall contribute 20% of the medical premium and the annual deductible. Employer shall fund 100% of the MESSA ABC Plan 1 annual deductible (minus the employees 20% contribution) to the employees’ Health Equity (HEQ) Health Savings Account (HSA) for each plan year. Deposits would be made in quarterly installments beginning on January 1, then April 1, then July 1, and the last installment on October 1 of each year. The District will fund the balance of the deductible due ahead of schedule for any member who incurs significant medical claims prior to receiving all four quarterly deposits. For teachers hired after January 1, the Employer will fund a percentage of the MESSA ABC Plan I annual deductible to the employees’ Health Equity” (HEQ) Health Savings Account (HSA) for each plan year equal to the percentage of the calendar year they work. Employee contributions shall be payroll deducted. Payments will start with the first pay date after the open enrollment period ends. The annual payment amount will be distributed equally throughout the remainder of the payroll dates for the school year through a qualified Section 125 plan and shall not be subject to withholding. The Employer’s qualified Section 125 plan shall include any and all of the provisions necessary for pre-tax contributions to employees’ HSA accounts. In the event an employee is not qualified for a Health Savings Account for any of the months of the deductible plan year, the employer shall contribute the negotiated amount of funding as set forth in the agreement to either a Flexible Spending Account (“FSA”) or a 403(b). Affected employees shall notify the employer where to contribute the money on or before December 15 of each school year. Employees may contribute, through payroll deduction and electronic transfer additional money towards their HSA up to the maximum amounts allowed by Federal Law. The parties understand that in the event the minimum deductible necessary for a medical plan to comply with HSA eligibility is increased beyond the current deductible level in MESSA ABC Plan 1, the deductible (and the Employer’s funding of the deductible) will automatically adjust to meet the federal minimum requirement. D. Benefit Plan 1 Plan 2 1. Health Insurance MESSA ABC Plan 1 Deductible $1400/$2800 ABC Rx SO OL/OV/SV $0 Coinsurance 2. Long Term Disability MESSA Same as Plan 1 Coverage 66 2/3% of salary up to $7,500 monthly maximum 90 calendar days modified fill Pre-existing condition waiver Alcohol/drug (same as any other illness) Mental/Nervous (same as any other illness) Soc. Sec. Offset- Primary Own- Occupation 2 years COLA- No SS Freeze- Yes 3. Dental Insurance MESSA/Delta Dental Same as Plan 1 Coverage Diag & Prev – 80% Basic Services- 80% (X Rays) Major services 80% Annual Max- $1800 Orthodontics- 80% Lifetime Max- UCR Riders- 2 cleanings, AO 4. Life Insurance MESSA Negotiated Term Same as Plan 1 Life $45,000 with $45,000 AD&D, Waiver of Premium 5. Vision Insurance MESSA Vision Enhanced Same as Plan 1 6. Options Not Available Pursuant to the terms of the District’s Section 125 Plan, All teachers electing to take the Plan 2 option in lieu of medical insurance shall receive 80% of the amount of the single subscriber premium rate for the insurance plan provided to other members of the association. (prorated for part-time Teacher). Cash in lieu payments will start with the first pay date after the open enrollment period ends. The annual payment amount will be distributed equally throughout the remainder of the payroll dates for the school year. Any modifications of the Section 125 Plan which affect bargaining unit members will be subject to negotiations with the Association.

  • Eye Protection Where an employee is required by the College or by legislation, in order to perform his/her duties, to acquire and wear prescription eye protection, the employee shall provide the College with proof of purchase by March 1 each year and the College shall reimburse to such employee, on the first pay day of April in each year, up to a maximum of twenty dollars ($20.00); in situations other than the foregoing, the College, may in its discretion, (which discretion shall not be unreasonably exercised) reimburse such expense where it is recommended by the health and safety committee constituted under the Occupational Health and Safety Act.

  • Data Protection All personal data contained in the agreement shall be processed in accordance with Regulation (EC) No 45/2001 of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data by the EU institutions and bodies and on the free movement of such data. Such data shall be processed solely in connection with the implementation and follow-up of the agreement by the sending institution, the National Agency and the European Commission, without prejudice to the possibility of passing the data to the bodies responsible for inspection and audit in accordance with EU legislation (Court of Auditors or European Antifraud Office (XXXX)). The participant may, on written request, gain access to his personal data and correct any information that is inaccurate or incomplete. He/she should address any questions regarding the processing of his/her personal data to the sending institution and/or the National Agency. The participant may lodge a complaint against the processing of his personal data with the [national supervising body for data protection] with regard to the use of these data by the sending institution, the National Agency, or to the European Data Protection Supervisor with regard to the use of the data by the European Commission.

  • Meadow Protection Reasonable care shall be taken to avoid damage to the cover, soil, and wa- ter in xxxxxxx shown on Sale Area Map. Vehicular or skidding equipment shall not be used on xxxxxxx, ex- cept where roads, landings, and tractor roads are ap- proved under B5.1 or B6.422. Unless otherwise agreed, trees felled into xxxxxxx shall be removed by endlining.

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