Tax Liabilities/Benefits Sample Clauses

Tax Liabilities/Benefits. Resulting from Other Deferred Compensation --------------------------------------------------------------------- Payable Post Distribution. Energizer shall be liable with respect to any --------------------------- Employer Taxes with respect to payments by Xxxxxxx under the Fixed Benefit Option of the Xxxxxxx Purina Company Deferred Compensation Plan for Key Employees ("Xxxxxxx Deferred Compensation Plan") to any Energizer Employee, Former Energizer Employee or individual who becomes employed by a member of the Energizer Group after the Distribution Date, if at the time of the award of a benefit under the Xxxxxxx Deferred Compensation Plan, the recipient was an employee of the Battery Business or identified on payroll records as an employee of the Battery Business. In the event that Xxxxxxx, acting on behalf of Energizer, pays and deposits such Employer Taxes for which Energizer is liable under this provision with respect to such compensation, then Xxxxxxx shall be entitled to reimbursement from Energizer for such Employer Taxes for which it is liable under this provision, net of the tax benefit derived from any income tax deduction to Xxxxxxx attributable to such Employer Taxes. If as a result of such payment of compensation by Xxxxxxx, Energizer shall be entitled to claim on the appropriate Tax Return a corresponding income tax deduction for the compensation expense, resulting in an actual diminution of any Domestic Taxes, then Energizer shall pay Xxxxxxx the amount of such actual diminution of Domestic Taxes as well as any reimbursement for Employer Taxes provided herein within thirty (30) days after written notification of Energizer of such payment. Xxxxxxx shall be liable for all Employer Taxes with respect to payments under the Xxxxxxx Deferred Compensation Plan on or after the Distribution Date to any Energizer Employee or Former Energizer Employee, if at the time of the award of a benefit under the Xxxxxxx Deferred Compensation Plan the recipient was an employee of Xxxxxxx Purina Company or otherwise employed by a Xxxxxxx Business. Xxxxxxx shall be entitled to claim on the appropriate Tax Return a corresponding income tax deduction for the compensation expense and related Employer Taxes paid. To the extent that Xxxxxxx is entitled to such income tax deduction but Energizer is determined by a Tax authority to be liable for such Employer Taxes, Xxxxxxx shall pay Energizer an amount equal to such Employer Taxes, net of the tax benefit derived from any...
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Tax Liabilities/Benefits. Resulting from Post Distribution Stock Option ---- ----------------------------------------------------------------------- Exercises by Energizer Employees or Former Energizer Employees. Energizer shall -------------------------------------------------------------- be liable for any and all Taxes, including but not limited to, payroll, Social Security, and Medicare Hi Taxes, imposed on an employer (the "Employer Taxes") with respect to compensation resulting from the exercise of Xxxxxxx stock options on or after the Distribution Date by any Energizer Employee or Former Energizer Employee, if at the time of the grant of the stock option the recipient was an Energizer Employee. In the event that Xxxxxxx, acting on behalf of Energizer, pays and deposits such Employer Taxes with respect to such compensation, then Xxxxxxx shall be entitled to reimbursement from Energizer of such Employer Taxes. If as a result of such exercise of a Xxxxxxx stock option, Energizer shall be entitled to claim on the appropriate Tax Return a corresponding income tax deduction for the compensation expense, resulting in an actual diminution of any Domestic Taxes, then Energizer shall pay Xxxxxxx the amount of such diminution of Domestic Taxes within thirty (30) days of written notice by Xxxxxxx to Energizer of such option exercise.
Sample 1

Related to Tax Liabilities/Benefits

  • Tax Liabilities The Investor understands that it is liable for its own tax liabilities.

  • 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 Benefit Payments Section 3.1 Payments 12 Section 3.2 No Duplicative Payments 13

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

  • Group Benefits The Executive will participate in the Company's Group Benefit Plan and any other group perquisites all as in effect from time to time.

  • Severance Arrangements Grant or pay, or enter into any Contract providing for the granting of any severance, retention or termination pay, or the acceleration of vesting or other benefits, to any Person (other than payments or acceleration that have been disclosed to Acquirer and are set forth on Schedule 4.2(q) of the Company Disclosure Letter);

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • Employee Matters; Benefit Plans (a) Except as required by applicable Legal Requirements, the employment of each of the Acquired Corporations’ employees is terminable by the applicable Acquired Corporation at will.

  • Other Severance Arrangements This Agreement supersedes any and all cash severance arrangements on change in control under any prior separation, severance and salary continuation arrangements, programs and plans which were previously offered by the Company to the Executive, including change in control severance arrangements pursuant to an employment agreement or offer letter. In no event shall any individual receive cash severance benefits under both this Agreement and any other severance pay or salary continuation program, plan or other arrangement with the Company.

  • Compensation Benefits and Expenses During the Term, the Bank shall compensate the Executive for his services as provided in this Section 3. Unless otherwise determined by the Company Board, all payments and benefits provided in this Agreement shall be paid or provided solely by the Bank. Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be construed so as to result in the duplication of any payment or benefit. Unless otherwise determined by the Company Board, the Company’s sole obligation under this Agreement shall be to unconditionally guarantee the payment and provision of all amounts and benefits due hereunder to Executive, and the affirmative obligations of the Company as set forth at Section 3(h), herein, with respect to Indemnification, and, if such amounts and benefits due from the Bank are not timely paid or provided by the Bank, such amounts and benefits shall be paid or provided by the Company.

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