Tax Benefit Payments Section 3.1 Payments 12 Section 3.2 No Duplicative Payments 13
Treatment of Tax Indemnity and Tax Benefit Payments In the absence of any change in Tax treatment under the Code or other applicable Tax Law,
Income Tax and Social Insurance Contribution Withholding The following provision shall replace Section 9 of the Agreement: Regardless of any action the Company and the Employer takes with respect to any or all income tax, primary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares or the release or assignment of any Restricted Shares for consideration, or the receipt of any other benefit in connection with the Restricted Shares (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Furthermore, the Company and the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares, including the grant or vesting of the Restricted Shares, the subsequent sale of any unrestricted Shares and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate your liability for Tax-Related Items. As a condition of the lifting of restrictions on the Restricted Shares upon vesting of the Restricted Shares, the Company and/or the Employer shall be entitled to withhold and you agree to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from any salary/wages or any other cash compensation payable to you. Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable Shares; (b) arranging for the sale of Shares otherwise deliverable to you (on your behalf and at your direction pursuant to this authorization); or (c) withholding from the proceeds of the sale of Shares acquired upon the vesting of the Restricted Shares. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, you shall be deemed to have been issued the full number of Shares subject to the Restricted Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Shares. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have relocated to a jurisdiction other than the United Kingdom, you acknowledge that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdom. You also agree that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you may have to recover any overpayment from the relevant tax authorities. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), you agree that the amount of any uncollected Tax-Related Items shall (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you to the Employer, effective on the Due Date. You agree that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above.
Benefit Payments Benefit Payments, as referred to in this Agreement, means the sum of (i) Claims, as described in Xxxxxxxxx 0 xxxxx, (xx) Cash Surrender Values, as described in Paragraph 3 below, and (iii) Annuity Payments, as described in Paragraph 7 below.
Tax Benefits If an indemnification obligation of any Indemnifying Party under this Section 14 arises in respect of an adjustment that makes allowable to an Indemnified Party any offsetting deduction or other item that would reduce taxes which would not, but for such adjustment, be allowable, then any such indemnification obligation shall be an amount equal to (i) the amount otherwise due but for this Section 14(d), minus (ii) the reduction in actual cash Taxes payable by the Indemnified Party in the year such indemnification obligation arises, determined on a “with and without” basis.
Tax Benefit If, as the result of any Taxes paid or indemnified against by the Facility Lessee under this Section 9.2, the aggregate Taxes actually paid by the Tax Indemnitee for any taxable year and not subject to indemnification pursuant to this Section 9.2 are less (whether by reason of a deduction, credit, allocation or apportionment of income or otherwise) than the amount of such Taxes that otherwise would have been payable by such Tax Indemnitee (a "Tax Benefit"), then to the extent such Tax Benefit was not taken into account in determining the amount of indemnification payable by the Facility Lessee under paragraph (a) or (c) above and provided no Significant Lease Default or Lease Event of Default shall have occurred and be continuing (in which event the payment provided under this Section 9.2(e) shall be deferred until the Significant Lease Default or Lease Event of Default has been cured), such Tax Indemnitee shall pay to the Facility Lessee the lesser of (A) (y) the amount of such Tax Benefit, plus (z) an amount equal to any United States federal, state or local income tax benefit resulting to the Tax Indemnitee from the payment under clause (y) above and this clause (z) (determined using the same assumptions as set forth in the second sentence under the definition of After-Tax Basis) and (B) the amount of the indemnity paid pursuant to this Section 9.2 giving rise to such Tax Benefit; provided, however, that any excess of (A) over (B) shall be carried forward and reduce the Facility Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to this Section 9.2. If it is subsequently determined that the Tax Indemnitee was not entitled to such Tax Benefit, the portion of such Tax Benefit that is required to be repaid or recaptured will be treated as Taxes for which the Facility Lessee must indemnify the Tax Indemnitee pursuant to this Section 9.2 without regard to paragraph (b) hereof. Notwithstanding anything to the contrary herein, each Certificateholder Indemnitee shall determine the allocation of any tax benefits, savings, credit, deduction or allocation in its sole good faith discretion and each position to be taken on its tax return shall be in its sole control and it shall not be required to disclose any tax return or related documentation to any Person.
ANNUITY PAYMENTS If the Annuitant is living and this contract is in force on the Annuity Commencement Date, based on the election we have on record we will begin to make annuity payments under one of the payout options below or any other payout option we make available. You may elect for payments to be made monthly, quarterly, semi-annually or annually or any other frequency that we make available. If no election is made as of the Annuity Commencement Date, payments will be made monthly under Fixed Annuity Payout Option F-2 with a guaranteed period of 10 years. If annuity payout option F-3 is chosen, you must select a joint Annuitant prior to the Annuity Commencement Date. All annuity payments are based on: • the age and sex (if a Non-Qualified Contract) of the Annuitant at the birthday nearest the Annuity Commencement Date; • the Accumulation Value on the Annuity Commencement Date less any annuity taxes; • the annuity payout option elected; and • the annuity payout frequency. Payee Unless you request otherwise, the payee of any annuity payments will be the first among the following who is living at the time the payment is to be made: • any surviving Owner or joint Owner; if none then • any surviving Primary Beneficiary; if none then • any surviving Contingent Beneficiary. If no payees are living and a guaranteed period has not ended, the present value of any remaining payments will be paid to the estate of the last remaining payee. Annuity Payout Options You may elect to receive annuity payments from one of the following options or any other option we make available. Unless stated otherwise, once annuity payments begin you may not change the Annuitant, payout option, guaranteed period or, in the case of option F-3, the survivor percentage. Life Annuity without Guaranteed Period (Option F-1) We will make fixed annuity payments during the lifetime of the Annuitant. We do not guarantee a minimum number of annuity payments under this option. Payments stop once the Annuitant dies. Life Annuity with Guaranteed Period (Option F-2) We will make fixed annuity payments during the lifetime of the Annuitant. Payments are guaranteed for any number of full years between 1 and 30. The length of the guaranteed period must be elected prior to receiving any annuity payments, and cannot exceed the life expectancy of the Annuitant. If the Annuitant dies before the end of the guaranteed period, we will pay the balance of the payments for the remainder of that period, unless you elect to be paid the present value of the current dollar amount of the then remaining annuity payments in a lump sum. Joint and Survivor Annuity (Option F-3) We will make fixed annuity payments while the Annuitant and joint Annuitant are living and during the survivor’s remaining lifetime. Based on your selection, payments may have no guaranteed period or may have a guaranteed period for any number of full years between 1 and 30. If you select a guaranteed period, the length of the guaranteed period must be elected prior to receiving any annuity payments, and cannot exceed the joint life expectancy of the Annuitants. When the Annuitant or the joint Annuitant dies, payments based on a percentage of the payment in effect while both were living will continue for the lifetime of the survivor. The percentage may be any percentage between 5% and 100%. The percentage must be elected prior to receiving the first annuity payment. If both the Annuitant and joint Annuitant die before the end of any guaranteed period, we will pay the balance of the payments for the remainder of that period, unless you elect to be paid the present value of the current dollar amount of the then remaining annuity payments in a lump sum.
Tax Credits A Creditor Party which receives for its own account a repayment or credit in respect of tax on account of which the Borrowers have made an increased payment under Clause 23.2 shall pay to the Borrowers a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrowers in respect of which the Borrowers made the increased payment, provided that:
Insurance Costs (08/19) Contractor shall be financially responsible for all premiums, deductibles, self-insured retentions, and self-insurance.
Tax Attributes (i) Tax attributes with respect to, and the -------------- overpayment of, property taxes, sales and use taxes and franchise taxes which relate primarily to the Company Business and (ii) to the extent provided in the Tax Sharing Agreement, tax attributes with respect to, and the overpayment of, income and payroll taxes which relate to the Company Business or are otherwise allocated to the Company.
