Tax Characterization of Payments. For all Tax purposes, and notwithstanding any other provision of this Agreement, to the extent permitted by applicable law, the parties hereto shall treat any payment made pursuant to this Agreement (other than interest thereon) as a capital contribution or dividend distribution, as the case may be (except to the extent that the parties treat such payment as the settlement of an intercompany liability), made immediately before WPX ceased to be an includible corporation in the Xxxxxxxx Group under Section 1504 of the Code and, accordingly, as not includible in the taxable income of the recipient. If any payment under this Agreement is not permitted to be so treated (because, for example, the payment relates to an event occurring after such date) or as a result of a Final Determination it is determined that the receipt or accrual of any payment made under this Agreement is taxable to the recipient of such payment, the party making the payment shall pay to the recipient an amount equal to any increase in the income Taxes of the recipient as a result of receiving the payment (grossed up to take into account such payment, if applicable).
Tax Characterization of Payments. Except as otherwise required by applicable law, the parties shall treat any indemnification payment by the Seller Indemnitors made pursuant to Section 19 hereof or otherwise hereunder as an adjustment to the Purchase Price for tax purposes.
Tax Characterization of Payments. For all Tax purposes and notwithstanding any other provision of this Agreement, to the extent permitted by applicable law, the parties hereto shall treat the principal amount of any payment made pursuant to this Agreement [as a capital contribution or dividend distribution, as the case may be, immediately prior to the Effective Date and, accordingly, as] not includible in the taxable income of the recipient and not deductible as an expense of the payor. If, as a result of a Final Determination, it is determined that the receipt or accrual of any payment made under this Agreement is taxable to the Indemnitee (as defined in Section 6.3(b) of this Agreement), the Indemnitor (as defined in Section 6.3(b) of this Agreement) shall pay to the Indemnitee an amount equal to any increase in the Income Taxes of the Indemnitee as a result of receiving the payment from the Indemnitor (grossed up to take into account such payment, if applicable).
Tax Characterization of Payments. For all Tax purposes, and notwithstanding any other provision of this Agreement, to the extent permitted by applicable law, the parties hereto shall treat any payment made pursuant to this Agreement as a capital contribution or dividend distribution, as the case may be, immediately before the Deconsolidation Date and, accordingly, as not includible in the taxable income of the recipient. If any payment under this Agreement is not permitted to be so treated (because, for example, the payment relates to an event occurring after the Deconsolidation Date) or as a result of a Final Determination it is determined that the receipt or accrual of any payment made under this Agreement is taxable to the recipient of such payment, the party making the payment shall pay to the recipient an amount equal to any increase in the income Taxes of the recipient as a result of receiving the payment (grossed up to take into account such payment, if applicable).
Tax Characterization of Payments. For all Tax purposes and notwithstanding any other provision of this Agreement, to the extent permitted by applicable law, the parties hereto shall treat any payment made pursuant to this Agreement (other than any payment made in satisfaction of an intercompany obligation) as a capital contribution or dividend distribution, as the case may be, immediately prior to the IPO Date and, accordingly, as not includible in the taxable income of the recipient. If, as a result of a Final Determination, it is determined that the receipt or accrual of any payment made under this Agreement is taxable to the Indemnified Party, the Indemnifying Party of this Agreement shall pay to the Indemnified Party an amount equal to any increase in the Income Taxes of the Indemnified Party as a result of receiving the payment from the Indemnifying Party (grossed up to take into account such payment, if applicable).
Tax Characterization of Payments. For all Tax purposes and notwithstanding any other provision of this Agreement, to the extent permitted by applicable law, the parties hereto shall treat any payment made pursuant to this Agreement (other than any payment made in satisfaction of an intercompany obligation and a payment made pursuant to Sections 2.2 and 2.3) as a capital contribution or dividend distribution, as the case may be, and, accordingly, as not includible in the taxable income of the recipient. If, as a result of a Final Determination, it is determined that the receipt or accrual of any payment made under this Agreement is taxable to the recipient, the party responsible for such payment shall pay to such recipient an amount equal to any increase in the taxes of the recipient as a result of receiving the payment (grossed up to take into account such payment, if applicable).
Tax Characterization of Payments. For all Tax purposes and notwithstanding any other provision of this Agreement, to the extent permitted by applicable law, the parties hereto shall treat any payment made pursuant to this Agreement (other than any payment made in satisfaction of an inter-company obligation) as a payment of its share of Taxes or as a capital contribution or dividend distribution, as the case may be, immediately prior to the date hereon and, accordingly, as not includible in the taxable income of the recipient. If, as a result of a Final Determination, it is determined that the receipt or accrual of any payment made under this Agreement is taxable to the Indemnitee (as defined in Section 6.3(b) of this Agreement), the Indemnitor (as defined in Section 6.3(b) of this Agreement) shall pay to the Indemnitee an amount equal to any increase in the Income Taxes of the Indemnitee as a result of receiving the payment from the Indemnitor (grossed up to take into account such payment, if applicable).
Tax Characterization of Payments. A. For tax purposes, one-half (50%) of payments to Participating Class and Collective Members pursuant to Section 9.3(A) shall be treated as W-2 wage payments and one-half (50%) of such payments shall be treated as 1099 non-wage income as liquidated damages, statutory penalties, and interest.
B. Payments treated as W-2 wages shall be made net of all applicable employment taxes, including, without limitation, federal, state, and local income tax withholding and the employee share of the FICA tax, and shall be reported to the Internal Revenue Service (“IRS”) and the payee under the payee’s name and social security number on an IRS Form W-2. Payments treated as liquidated damages, statutory penalties, and interest shall be made without withholding and shall be reported to the IRS and the payee, to the extent required by law, under the payee’s name and social security number on an IRS Form 1099. Payment of attorneys’ fees and costs pursuant to Section 9.1 shall be made without withholding. Class Counsel will receive a Form 1099 for this payment. Payment of Service Awards pursuant to Section 9.2 will be reported as deemed appropriate by the Settlement Administrator.
C. The employee portion of all applicable income taxes for the wage payments and any tax responsibility for the non-wage payments shall be the sole responsibility of the Participating Class or Collective Member.
D. Defendants and the Settlement Administrator shall exchange such information as is necessary for the Settlement Administrator to make proper tax withholdings and comply with its tax reporting obligations as described in this Section 9.4.
Tax Characterization of Payments. 1. The Fee & Cost Payments shall be made without withholding and be reported to the IRS, under Faruqi & Faruqi, LLP’s name and taxpayer identification number, on an IRS Form 1099.
2. The Service Award to Xxxxxx shall be made without withholding and be reported to the IRS, under Xxxxxx’s name and social security number, on an IRS Form 1099.
3. Based on the claims at issue in this matter, which, with respect to Defendant, primarily seek liquidated damages for allegedly failing to provide timely payment of wages, one-hundred percent of the Total Net Payments to each Authorized Claimant shall be treated as liquidated and other damages and shall be reported on an IRS Form 1099. Such payments will be made without withholding and shall be reported as earned in the year of distribution.
4. Nothing in this Agreement shall be construed as Defendant, Defendant’s Counsel, or Class Counsel providing any advice regarding the reporting or payment of taxes or the tax consequences of Xxxxxx’s or any Authorized Claimant’s participation in any portion of this Agreement. Should any government authority determine that all or any part of the payment(s) made on an IRS Form 1099 to Xxxxxx or any Authorized Claimant under this Agreement is taxable, such Plaintiff shall be solely responsible for the payment of such taxes. However, should all or any part of the payment(s) made on an IRS Form 1099 to Xxxxxx or any Authorized Claimant be determined to be W-2 wages, then Defendant would be responsible for the payment of any employer share of payroll tax stemming from such payments, as further detailed in § II(B)(5).
Tax Characterization of Payments. (a) For tax purposes, 50% of the payment from the Net Settlement Amount to Class Members, pursuant to this Agreement, shall be treated as back wages and 50% of such payment shall be treated as interest, any applicable penalties, liquidated damages, and other non-wage relief.
(b) Payments treated as back wages shall be made net of (1) all applicable employment taxes, including, without limitation, federal, state and local income tax withholding and (2) the employee share of the FICA tax. Payments treated as back wages shall be reported to the Internal Revenue Service (“IRS”) and the payee under the payee’s name and Social Security Number on an IRS Form W-2. Payments treated as Service Awards, interest, and/or liquidated damages shall be made without withholding and shall be reported to the IRS and the payee, to the extent required by law, under the payee’s name and Social Security Number on an IRS Form 1099. The Settlement Administrator shall be responsible for determining the appropriate number of exemptions to be used in calculating payroll tax and withholding, deciding the appropriate tax rate, issuing the checks and Service Awards, and issuing IRS Forms W- 2 and 1099. Payments of attorneys’ fees and costs pursuant to Section 3.2 shall be made without withholding and be reported to the IRS and to each of Named Plaintiffs’ Counsel payees under the xxxxx’s name and taxpayer identification number, which each such payee shall provide for this purpose, on an IRS Form 1099.
(c) The employee portion of all applicable income and payroll taxes will be the sole responsibility of the individual Participating Class Member receiving a Settlement Check and/or Service Award. Charter Foods’ share of payroll taxes shall be paid separately and not from the Gross Settlement Amount. The Parties make no representations, and it is understood and agreed that the Parties have made no representations, as to the taxability of any portions of the settlement payments to any Class Members, the payment of any costs or award of attorneys’ fees, or any payments to the Named Plaintiffs. The Settlement Notice will advise Class Members to seek their own tax advice prior to acting in response to the Settlement Notice. Neither Named Plaintiffs’ Counsel nor Defendants’ Counsel intend anything contained in this Agreement to constitute legal advice regarding the taxability of any amount paid hereunder, nor will it be relied upon as such.
(d) None of the amounts paid to Named Plaintiffs or Part...
