Net Benefit. A Net Benefit for a particular fund or, in the case of a multi-class fund, a class results when aggregate Benefits exceed aggregate Losses (i.e., net redemptions on a day the fund’s or class’s NAV is understated or net subscriptions on a day the fund’s or class’s NAV is overstated) during the Error Period.
Net Benefit in respect of any claim for Losses suffered by the Purchaser or any of the Group Companies to the extent of any corresponding savings by or net benefit to the Purchaser or any other member of the Purchaser's Group or any Group Company arising directly therefrom;
Net Benefit. If any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) would constitute “parachute payments” within the meaning of Code §280G and would, but for this Section 5.3, be subject to the excise tax imposed under Code §4999 (the “Excise Tax”), then, notwithstanding anything in this Agreement to the contrary, prior to making the 280G Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to Executive of the 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to Executive if the 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the 280G Payments is subject to the Excise Tax. “Net Benefit” shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 5.3 shall be made in a manner determined by the Company that is consistent with the requirements of Code §409A. Nothing in this Section 5.3(a) shall require the Company or any of its affiliates to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.
Net Benefit. The benefit payable under the salary insurance provided by the employer, less federal and provincial taxes, and less contributions to the Québec Pension Plan, to unemployment insurance and to the Québec Parental Insurance Plan (QPIP).
Net Benefit in respect of any claim for any Losses suffered by the Indemnified Party or any member of the Indemnified Party’s Group to the extent of any corresponding savings by or net benefit to the Indemnified Party or any member of the Indemnified Party’s Group arising directly therefrom;
Net Benefit. To the extent the payments or benefits are not approved by stockholders in accordance with Code §280G(b)(5)(B), then if any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) would constitute “parachute payments” within the meaning of Code §280G and would, but for this Section 5.3, be subject to the excise tax imposed under Code §4999 (the “Excise Tax”), then, notwithstanding anything in this Agreement to the contrary, prior to making the 280G Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to Executive of the 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to Executive if the 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the 280G Payments is subject to the Excise Tax. “Net Benefit” shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 5.3 shall be made in a manner determined by the Tax Counsel that is consistent with the requirements of Code §409A and subject to the following. If a reduction in payments, severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (1) reduction of cash payments in reverse chronological order (i.e., the cash payment owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced), (2) cancellation of equity awards granted within the twelve-month period prior to a “change of control” (as determined under Code Section 280G) that are deemed to have been granted contingent upon the change of control (as determined under Code Section 280G), in the reverse order of date of grant of the awards (i.e., the most recently granted equity awards will be cancelled first), (3) cancellation of accelerated vesting of equity...
Net Benefit. The Vendor shall not be liable for any Claim to the extent that the subject of the Claim has been or is made good or is otherwise compensated for without cost or loss to the Purchaser’s Group or to the Company or any Subsidiaries. This Agreement shall be actionable only by the Purchaser and no other party shall be entitled to make any Claim or take any action whatsoever against the Vendor under or arising out of or in connection with this Agreement.
Net Benefit. The Sellers shall not be liable in respect of any Non Tax Claim under this Deed for any loss suffered by the Purchaser or the Purchaser Group to the extent of any corresponding savings by or net benefit to the Purchaser or any other member of the Purchaser Group arising therefrom.
Net Benefit. 17.1 The Warrantors shall not be liable for any Claim to the extent that the subject of the Claim or a claim under the Tax Covenant has been or is made good or is otherwise compensated for without cost or loss to the Buyer’s Group or to the Company or any Subsidiaries.
17.2 The Warrantors shall not be liable in respect of any Claim (other than a claim under the Tax Warranties) for any losses suffered by the Buyer, or any member of the Buyer’s Group, to the extent that there are any corresponding savings by or net benefit to the Buyer or any member of the Buyer’s Group related to the Claim.
Net Benefit. The Sellers shall in addition not be liable under this Agreement in respect of any claim for any Losses suffered by the Purchaser or the Group Companies, to the extent of any corresponding savings by or net benefit to the Purchaser or any other member of the Purchaser’s Group or the Group Companies arising directly therefrom.
