Tax Indemnity Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that at least $100,000 in payments, distributions or the treatment of stock options or deferred compensation by the Company or its affiliated companies to or for the benefit of Executive, whether, paid, or payable, distributed or distributable or vested or to become vested pursuant to the terms of the Agreement or otherwise but determined without regard to any additional payments required under this Section 12 (a “Payment”), would be subject to the excise tax imposed by Sections 4999 or 409A of the Code or any successor provisions (collectively, “Section 4999”), or any interest or penalties arc incurred by Executive with respect to each excise tax (such, excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any Federal, state or local income and employment taxes and Excise Tax (and any interest and penalties imposed with respect to any such taxes) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
(b) Subject to the provisions of Section 12(c), all determinations required to be made under this Section 12, including whether and when a Gross Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s public accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company said Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive may appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm. shall than be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall he borne solely by the Company. Any Gross-Up Payment, as determined pursuan...
Tax Indemnity Payments. An Indemnifying Party shall make any payment or indemnity required by this Article V no later than 30 days after receipt of written notice from the Indemnified Parties of such payment or indemnity obligation, which notice shall be accompanied by a computation of the amounts due.
Tax Indemnity Payments. To the extent that any payments made to Executive pursuant to Section 11, 12 or 14 constitute an "excess parachute payment", as such term is defined in Section 280G(b)(1) of the Internal Revenue Code, as amended (the "Code"), the Company shall pay to Executive an amount equal to (x) divided by (y), where (x) is the aggregate dollar amount of excise taxes Executive becomes obligated to pay on such "excess parachute payments" pursuant to Section 4999 of the Code and (y) is 1-[.2+ the maximum federal income tax rate for single individuals applicable for the year in which Executive receives the payment provided under this Section]; it being the intent of this Section that if Executive incurs any such excise tax, the payments to him shall be grossed up in full for such excise tax, so that the amount he retains after paying all federal income taxes due with respect to payments to him under this Agreement is the same as what he would have retained if Section 280G of the Code had not been applicable.
Tax Indemnity Payments. In the event that, in any Allocation Year, the Company makes a tax indemnity payment pursuant to Section 8.3, the deduction attributable to such payment shall be specially allocated to the Managing Member.
Tax Indemnity Payments. (a) Any Tax indemnity payment to be made hereunder shall be paid in accordance with Section 9.7 and within ten (10) days after the Indemnified Party makes written demand upon the Indemnifying Party, but in no case earlier than five (5) Business Days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including as estimated Tax payments).
(b) For the avoidance of doubt, all indemnity payments under this Section 9.6 shall be made on a one-for-one basis, without regard to any caps, floors, baskets or other similar limitations.
Tax Indemnity Payments. Any Income Tax Indemnity Payment required to be paid pursuant to this Agreement shall be determined by assuming that the tax due upon any amount is computed by applying to such amount the highest marginal federal, state, and local income tax rates then in effect for an individual with the Executive filing status, as if such amount were Executive=s only item of taxable income and Executive was entitled to claim no credits with respect thereto, but such Tax Indemnity Payment shall be the net of the maximum reduction in federal income taxes that could be obtained by Executive from reduction of the state and local income taxes applicable with respect to such amount. Upon request, the Executive shall provide to the Company one copy of all individual federal, state, and local income tax returns filed for the year preceding that for which the Income Tax Indemnity Payment is due. Any Income Tax Indemnity Payment made pursuant to subsection 3.8 hereof shall be paid on or before the April 15 following the year to which such Payment related.
Tax Indemnity Payments. Following an Adverse Tax Determination , RCC shall pay to TDS an annual Tax Indemnity Payment equal to 0.24% of the face amount of the outstanding Convertible Preferred Stock owned by TDS for each year covered by the Adverse Tax Determination and all future periods during which the Convertible Preferred Stock is outstanding. The Tax Indemnity Payment shall be paid by RCC immediately following the Adverse Tax Determination in the case of prior periods and, in the case of future periods , on or before January 15 of the year following the year for which each Deemed Dividend is deemed to have accrued.
Tax Indemnity Payments. All amounts payable or to be paid to Acquiror Indemnified Parties or the Seller Indemnified Parties under Sections 5 and 6 of this Agreement ("Tax Indemnity Payments") will be paid in immediately available funds within thirty (30) Business Days after the later of (i) receipt of a written request from the party entitled to such Tax Indemnity Payment which reasonably demonstrates to the party receiving such request that the party providing such request is entitled to such payment under the terms of this Agreement and (ii) the day of payment of the amount that is the subject of the Tax Indemnity Payment by the party entitled to receive the Tax Indemnity Payment. All such Tax Indemnity Payments will be made to the accounts and in the manner specified in such written notice. Any claim for indemnification under Section 5 in respect of any Losses suffered by the Company will be made only by, and any corresponding Tax Indemnity Payment will be paid only to, Acquiror. In no event will such claim be made by, or such Tax Indemnity Payment be paid to, the Company. The parties agree that all Tax Indemnity Payments and any indemnity payments made pursuant to the Purchase Agreement shall be treated as adjustments to the Purchase Price to the extent allowed by Law.
Tax Indemnity Payments. The YMCA acknow ledges that the Interest Rate under the Contract is based on the premise that the interest on the Purchase Price is exempt from federal and State income taxation based upon federal and State laws in effect as of the date hereof. Within 180 days of a determination by the Inter nal Revenue Service, or other applicable government agency, that interest on the Purchase Price is not exempt from income taxation and subject to the provisions of the Contact, the YMCA shall pay the revised Interest Rate pursuant to the Contract. The YMCA agrees to indemnify and hold harmless the Town and the Bank from any cost and expense incurred as a result of the loss of the tax- exempt status of interest on the Purchase Price. The indemnification of the Town and Bank provided in this Section 7.12 shall survive the termination of this Lease Agreement and the termination of the Contract.
Tax Indemnity Payments. Payment by the indemnitor of any ---------------------- amount due under this Section 9.2 shall be made within ten (10) days following written notice by the indemnitee that payment of such amounts to the appropriate Tax authority is due, provided that the indemnitor shall not be required to make any payment earlier than two days before it is due to the appropriate Tax authority. In the case of a Tax that is contested in accordance with the provisions of Section 9.2(h), payment of the Tax to the appropriate Tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Taxing authority or a court.
