Tax Interpretation. It is intended that all of the benefits and payments under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. However, neither the Company nor its successor, as relevant, guarantees any particular tax effect under Section 409A for income provided to Employee pursuant to this Agreement. Except for the Company’s, or its successor’s, as relevant, responsibility to withhold and remit applicable income and employment taxes from compensation paid or provided to Employee, neither the Company nor its successor, as relevant, will be responsible for the payment of any applicable taxes on compensation paid or provided to Employee pursuant to this Agreement.
Tax Interpretation. 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 prior to the Spin-Off Date and, accordingly, as not includible in the taxable income of the recipient. If it is finally determined that the receipt or accrual of any payment made under this Agreement is taxable to the recipient, the payor shall pay to the recipient, on an After-Tax Basis, an amount equal to any increase in the Taxes of the recipient as a result of receiving the payment from the payor.
Tax Interpretation. In this Schedule “Tax Liability” means:
Tax Interpretation. 32 SECTION 8.10
Tax Interpretation. In this schedule reference to a "Tax Liability" includes:
Tax Interpretation. Whenever it is necessary for purposes of this Agreement to determine whether an Exchange is taxable or tax-free, such determination shall be made with respect to the Code. For purposes of this Agreement, a Person's "tax position" shall not include or take into account any offsets against any tax which are peculiar to such Person (such as tax credits, loss carry-overs, and current losses). References to taxes or taxable relating to an Exchange (including pursuant to Section 2.1(a)(iii)), or otherwise involving a Newco, shall refer to the taxes actually incurred by, or the taxability of such Exchange to, such entity and its direct and indirect shareholders assuming for these purposes that such Newco has the corporate characteristics relevant for tax purposes of Universal or Liberty, as the case may be.
Tax Interpretation. Whenever it is necessary for purposes of this Agreement to determine whether an Exchange is taxable or tax-free, such determination shall be made without regard to any interest imputed pursuant to Section 483 of the Internal Revenue Code of 1986, as amended. For purposes of this Agreement, a Person's "tax position" shall not include or take into account any offsets against any tax which are peculiar to such Person (such as tax credits, loss carry-overs, and current losses).
Tax Interpretation. Unless a contrary indication appears, in this Clause 14 a reference to "determines" or "
Tax Interpretation. 2.1 In this schedule reference to a “Tax Liability” means:
2.1.1 a liability to make any actual payment or increased payment of or in respect of Tax (whether or not such liability is a primary liability and whether or not the person so liable has or may have any right of indemnity or reimbursement (statutory or otherwise) against any other person);
2.1.2 the loss, use or set off of any Relief which has been taken into account in computing, or in obviating the need for, any provision for Tax in the Accounts or which is reflected or shown as an asset in the Accounts;
2.1.3 the use or set off of any Relief which arises in respect of an Event occurring after the date of this Agreement where the use or set off of that Relief has the effect of reducing or eliminating any Tax Liability of the Company which would otherwise have given rise to a Tax Claim for which the Seller would have been liable;
2.1.4 subject to clause 4.4 of Part 3 hereof any liability to make a payment for group relief other than to a Group Company or for the surrender of advance corporation tax or for a transferred tax refund or any refund;
2.1.5 any liability to make a payment or repayment in respect of VAT to a member of a group (as described in section 43 VATA) of which the Company was a member prior to Completion;
2.1.6 any liability to make a payment in respect of corporation tax to a member of a group of companies in circumstances where arrangements exist with the Inland Revenue pursuant to section 36 Finance Act 1998 whereby one member of that group may discharge the liability of other members of that group to pay corporation tax; provided that:
2.1.7 in cases falling within paragraph 2.1.2 of this part 1 where the Relief lost:
Tax Interpretation. 2.1 In this schedule reference to a “Tax Liability” means:
2.1.1 a liability to make any actual payment or increased payment of or in respect of Tax (whether or not such liability is a primary liability and whether or not the person so liable has or may have any right of indemnity or reimbursement (statutory or otherwise) against any other person);
2.1.2 the loss, use or set off of any Relief which has been taken into account in computing, or in obviating the need for, any provision for Tax in the Accounts or which is reflected or shown as an asset in the Accounts;
2.1.3 the use or set off of any Relief which arises in respect of an Event occurring after the date of this Agreement where the use or set off of that Relief has the effect of reducing or eliminating any Tax Liability of the Company which would otherwise have given rise to a Tax Claim for which the Seller would have been liable;
2.1.4 subject to clause 4.4 of Part 3 hereof any liability to make a payment for group relief other than to a Group Company or for the surrender of advance corporation tax or for a transferred tax refund or any refund;
2.1.5 any liability to make a payment or repayment in respect of VAT to a member of a group (as described in section 43 VATA) of which the Company was a member prior to Completion;
2.1.6 any liability to make a payment in respect of corporation tax to a member of a group of companies in circumstances where arrangements exist with the Inland Revenue pursuant to section 36 Finance Act 1998 whereby one member of that group may discharge the liability of other members of that group to pay corporation tax;
2.1.7 in cases falling within paragraph 2.1.2 of this part 1 where the Relief lost:
2.1.7.1 is a right to a repayment of Tax, the Tax Liability shall be treated as being equal to the amount of Tax which would have been repaid but for such loss;
2.1.7.2 would have operated as a deduction from gross income, profits or gains, the Tax Liability shall be treated as being an amount equal to the earliest liability of the Company to make an actual payment of Tax which could have been avoided by the use or set off of that Relief had it not been lost;
2.1.8 in cases falling within paragraph 2.1.3 of this part 1, the Tax Liability shall be treated as being equal to the amount of Tax for which the Company would have been liable had that liability not been set off or otherwise extinguished by the use or set off of the Relief in question; and
2.1.9 in any case falling with...
