Income Tax Payment Sample Clauses

Income Tax Payment. Whether or not Section 3 is applicable, if (i) the Executive has received or will receive any compensation or recognize any income (whether or not pursuant to this Agreement, the Employment Agreement or any plan or other arrangement of the Employer and whether or not the Employment Period or the Executive's employment with the Employer has terminated) in connection with a "Change-in-Control" (as that term may be interpreted in this Agreement, the Employment Agreement or any plan or other arrangement of the Employer), and (ii) such compensation or income represents non-cash compensation or income (including, without limitation, non-cash compensation or income attributable to the vesting or exercise of stock options and other awards (including restricted stock grants) under any stock option plan of the Employer), then the Employer shall pay the Executive in cash an amount (the "Income Tax Payment") equal to the sum of (A) all federal, state and local income taxes payable by Executive with respect to such non-cash compensation or income, plus (B) all federal, state and local income taxes payable by Executive with respect to any such Income Tax Payment. The Income Tax Payment shall be paid by the Employer to the Executive within 30 days of the written request therefor made by the Executive.
Sample 1Sample 2Sample 3See All (13)
AutoNDA by SimpleDocs
Income Tax Payment. In the event Employee receives payments or benefits pursuant to Paragraph 6 of this Agreement and incurs state or federal personal income tax liability as a result of the receipt of such payments or benefits, then Employee is entitled to receive an additional payment (the “Income Tax Payment”) in an amount equal to the state and federal personal income tax assessed on such payments or benefits. Said Income Tax Payment shall be made prior to any calculation of the Excise Tax Payment required by Paragraph 11 of this Agreement. Said Income Tax Payment shall be paid to Employee by the Company by April 15 of the year following each year in which such tax liability occurs.
Sample 1Sample 2Sample 3See All (6)
Income Tax Payment. Whether or not Section 9 is applicable, if (i) the Executive has or will receive any compensation or recognize any income (whether or not pursuant to this Agreement or any plan or other arrangement of the Company and whether or not the Executive's employment with the Company has terminated) in connection with a "change in control" of the Company (as that term may be interpreted in this Agreement and any plan or other arrangement of the Company), and (ii) such compensation or income represents non-cash compensation or income, then the Company shall pay the Executive in cash an amount (the "Income Tax Payment") equal to all federal, state and local income taxes payable by Executive with respect to such non-cash compensation or income. The Income Tax Payment shall be paid by the Company to the Executive not later than the date of the "change in control of the Company", unless otherwise agreed to in writing by the Executive.
Sample 1Sample 2Sample 3See All (4)
Income Tax Payment. Subject to Section 9(b), if the Executive has received or will receive any non-cash compensation or recognize any non-cash income in connection with or as a result of the amendment of the Original Agreement to accelerate the vesting of, and remove the net exercise price requirements applicable to, the Restricted Shares, then Mississippi shall pay the Executive in cash an amount (the "Income Tax Payment") equal to all federal, state and local income taxes payable by the Executive with respect to such non-cash compensation or income and with respect to such Income Tax Payment. The Income Tax Payment shall be paid by Mississippi to the Executive within 30 days of the written request therefor made by the Executive.
Sample 1Sample 2Sample 3See All (4)
Income Tax Payment. In the event Employee receives payments or benefits pursuant to Paragraph 5 of this Agreement and incurs state or federal personal income tax liability as a result of the receipt of such payments or benefits, then Employee is entitled to receive an additional payment (the "Income Tax Payment") in an amount equal to the state and federal personal income tax
Sample 1Sample 2
Income Tax Payment. The purpose of this Section is to ensure ------------------ that the Employee does not suffer any additional tax liability or benefit as a result of Employee's assignment in France and to provide assistance to the Employee to ensure compliance with U.S., United Kingdom and French tax laws. In this regard, the Company will make a gross-up payment (the "Gross-Up Payment") to the Employee in such amount as is necessary to enable the Employee to receive the same after-tax amount in respect of all compensation (exclusive of U.S. income attributable to the grant or exercise of options to acquire stock of the Company) paid to the Employee as the Employee would have received with respect to his compensation had he been performing services in Massachusetts, United States, instead of on assignment in France and the United Kingdom. Computation of the amount of the Gross-Up Payment shall take into account all French, the United Kingdom and U.S. income, withholding, social security and similar taxes actually imposed upon the amounts (including the Gross-Up payment) received by the Employee, giving full effect to the availability of any foreign tax credits and exclusions from gross income in respect of foreign earned income and housing costs. The Company shall provide tax preparation assistance to the Employee to ensure compliance with U.S., United Kingdom and French tax laws until such time as the Employee's employment in France (or the United Kingdom) has no tax implication for the Employee.
Sample 1
Income Tax Payment. If (i) the Grantee has or will ------------------ receive any compensation or recognize any income in connection with an Automatic Repurchase Event under this Section 3 or as a result of the amendment of this Agreement to remove the net exercise price requirements formerly contained herein, and (ii) such compensation or income represents non-cash compensation or income (including, without limitation, non-cash compensation or income attributable to the vesting of the Restricted Stock), then the Company shall pay the Grantee in the manner set forth below an amount (the "Income Tax Payment") ------------------ equal to all federal, state and local income taxes payable by the Grantee with respect to such non-cash compensation or income and with respect to such Income Tax Payment, provided, however, that in no event shall the aggregate amount -------- ------- determined or paid to Grantee (or to taxing authorities) under this Section 3(e) exceed $570,485.53. The Income Tax Payment shall be paid by the Company directly to appropriate taxing authorities in one or more installments, as applicable, in accordance with applicable withholding requirements or Company policies or, at the Company's election, it may pay such sums to the Grantee within 30 days of the written request therefor made by the Grantee.
Sample 1
AutoNDA by SimpleDocs
Income Tax Payment. Oregon will distribute fifty percent (50%) of the personal income tax revenue attributable to the Clackamas County SIZ # 1 and #2 to the required local taxing authorities according to the agreed upon distribution of Income Tax Revenue Share Distribution payments outlined in Exhibit C.
Sample 1
Income Tax Payment 
Sample 1Sample 2

Related to Income Tax Payment

  • Tax Payment In the event it shall be determined that any ----------- payment (other than the payment provided for in this Section 10(a)) or ----- distribution of any type to or for the benefit of the Executive, by the Company, any Affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive a payment in an amount equal to the Excise Tax imposed upon the Total Payments; provided, however that the Total -------- ------- Payments shall be reduced (but not below zero) if and to the extent that a reduction in the Total Payments would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax) than if the Executive received the entire amount of such Total Payments and the amount equal to the Excise Tax. Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.

  • Excise Tax Payment If, in connection with a Change in Control, the Internal Revenue Service asserts, or if the Executive or the Company is advised in writing by an established accounting firm, that any payment in the nature of compensation to, or for the benefit of, the Executive from the Company (or any successor in interest) constitutes an “excess parachute payment” under Section 280G of the Code, whether paid pursuant to this Agreement or any other agreement, and including property transfers pursuant to securities and other employee benefits that vest upon a Change in Control (collectively, the “Excess Parachute Payments”) the Company shall pay to the Executive, on demand, a cash sum equal to the amount of excise tax due under Section 4999 of the Code on the entire amount of the Excess Parachute Payments (excluding any payment pursuant to this Section VI(H)(3)) (the "Gross-up Amount"). The payment of the "Gross-up Amount" due to the Executive under this Section VI(H)(3) shall be paid as soon as reasonably possible following demand of payment by the Executive, but in no event later than December 31 of the year following the year (A) any tax is paid to the Internal Revenue Service regarding this Section VI(H)(3) or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section VI(H)(3) is completed or resolved.

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • Excise Tax Payments (a) Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced (the "Code")), or distribution to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his or her employment with the Company (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, interest and penalties collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all such taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided, that the Executive shall not be entitled to receive any additional payment relating to any interest or penalties attributable to any action or omission by the Executive in bad faith.

  • Withholding; Tax Payments (a) The General Partner may treat taxes paid by the Partnership on behalf of, all or less than all of the Partners, either as a distribution of cash to such Partners or as a general expense of the Partnership, as determined appropriate under the circumstances by the General Partner.

  • Tax Payments Each Company shall be liable for and shall pay the Taxes allocated to it by this Section 2 either to the applicable Tax Authority or to the other Company in accordance with Section 4 and the other applicable provisions of this Agreement.

  • Income Tax Allocations (a) Except as provided in this Section 4.3, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for Capital Account purposes under Section 4.1 and Section 4.2.

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Income Taxes Paragraph 1. The authority citation for part 1 continues to read in part as follows: Authority: 26 U.S.C. 7805 * * * EXHIBIT G-2 FORM OF TRANSFEROR CERTIFICATE __________ , 20__ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Xxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 [Trustee] Attention: Residential Funding Corporation Series _______ Re: Mortgage Pass-Through Certificates, Series ________, Class R[-__] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _____________________ (the "Seller") to _____________________(the "Purchaser") of $______________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class R[-__] (the "Certificates"), pursuant to Section 5.02 of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that:

  • Income Tax Characterization For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will, and each Noteholder by such Noteholder’s acceptance of any such Notes (and each Person who acquires an interest in any Notes through such Noteholder, by the acceptance by such Person of an interest in the applicable Notes) agrees to, treat the Notes that are characterized as indebtedness at the time of their issuance, and hereby instructs the Issuer to treat such Notes, as indebtedness for federal, state and other tax reporting purposes. Each Noteholder agrees that it will cause any Person acquiring an interest in a Note through it to comply with this Indenture as to treatment as indebtedness under applicable tax law, as described in this Section 3.21. The Notes will be issued with the intention that, for federal, state and local income and franchise tax purposes the Trust shall not be treated as an association or publicly traded partnership taxable as a corporation. The parties hereto agree that they shall not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 (or any successor provision) whereby the Trust or any portion thereof would be treated as a corporation for federal income tax purposes. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!