Tax Limitations Sample Clauses

Tax Limitations. If it is determined that any payment or distribution from Trinity, any Affiliate (as defined below), or trusts established by the Trinity or by any Affiliate to or for the benefit of Xxxxx (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, and with a “payment” including, without limitation, the vesting or payment of non-cash benefits or property) (a “Payment”) would be nondeductible by Trinity or its successor, as applicable, for Federal income tax purposes because of Section 280G of the Code, or any successor provision, then the aggregate present value of amounts payable or distributable to or for the benefit of Xxxxx pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. For purposes of this section, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible because of said Section 280G of the Code. The determination to be made hereunder shall be made within twenty (20) days after the date of termination by the accounting firm for Trinity (the “Accounting Firm”), which shall provide detailed calculations thereof to Trinity and to Xxxxx, provided, however, that Xxxxx shall elect which and how much of the Agreement Payments shall be reduced consistent with such calculations. The determination to be made by the Accounting Firm shall be binding upon Trinity and Xxxxx. For purposes of this Agreement, Trinity’s “Affiliates” include each company, corporation, partnership, bank, savings bank, savings and loan association, credit union or other financial institution, directly or indirectly, which is controlled by, controls, or is under common control with, Trinity (specifically including the Companies), and “control” means (x) the ownership of 51% or more of the voting securities or other voting interest or other equity interest of any corporation, partnership, joint venture or other business entity, or (y) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, partnership, joint venture or other business entity.

Tax Limitations. Cost Sharing contributions shall be made on a pre-tax basis unless and until a Private Letter Ruling (PLR) by the Internal Revenue Service is issued to the City by the Internal Revenue Service designating that the payments must be post-tax. The City does not warrant that this contribution is "qualified" for tax deferral and is not to be held liable for such tax payments as may be determined assessable. The City has retained specialized legal counsel in order to render a written opinion as to whether or not said employee contributions to the employer contribution rate can be considered on a “pre-tax” basis. The rendered legal opinion is supportive of City treatment of said contributions as “pre-tax”; therefore, the City shall take the steps necessary, including adoption of appropriate City Council resolution(s), to allow the Payroll Section to treat these distributions as “pre-tax”. It is expressly understood and agreed to by the parties that the City has no authority or jurisdiction by which to bind CalPERS, the Internal Revenue Service (IRS), the Franchise Tax Board or any other agency (collective “Entities”) to a determination that such contributions are indeed “pre-tax”. Thus, the parties agree and acknowledge that the City shall have no liability to any individual unit employee or collective bargaining unit, should any of the aforementioned Entities reject treatment of said contributions as “pre-tax”.

Tax Limitations. If any payments under this Agreement, after taking into account all other payments to which the Executive is entitled from the Company, or any Affiliate thereof, are more likely than not to result in a loss of a deduction to the Company by reason of section 280G of the Internal Revenue Code of 1986 or any successor provision to that section, such payments shall be reduced to the extent required to avoid such loss of deduction. The Executive shall be entitled to select the order in which payments are to be reduced in accordance with the preceding sentence. If requested by the Executive, the Company shall provide complete compensation and tax data on a timely basis to the Executive and to an accounting or law firm designated by the Executive in order to enable the Executive to determine the extent to which payments from the Company and its Affiliates may result in a loss of a deduction, and the Company shall reimburse the Executive for any reasonable fees and expenses incurred by the Executive for such purpose. If the Executive and the Company shall disagree as to whether a payment under this Agreement is more likely than not to result in the loss of a deduction, the matter shall be resolved by an opinion of tax counsel chosen by the Company’s independent auditors. The Company shall pay the fees and expenses of such counsel, and shall make available such information as may be reasonably requested by such counsel to prepare the opinion. If, by reason of the limitations of this paragraph 6, the maximum amount payable to the Executive under paragraph 5 above cannot be determined prior to the due date for such payment, the Company or an Affiliate shall pay on the due date the minimum amount which it in good faith determines to be payable and shall pay the remaining amount, with interest at a rate, compounded semi-annually, equal to 120% of the applicable Federal rate determined under section 1274(d) of the Internal Revenue Code of 1986, as soon as such remaining amount is determined in accordance with this paragraph 6.

Tax Limitations. If any payments under this Agreement, after taking in account all other payments to which the Executive is entitled from the Company, or any affiliate thereof, are more likely than not to result in a loss of a deduction to the Company by reason of section 280G of the Internal Revenue Code of 1986 or any successor provision to that section, such payments shall be reduced by the least amount required to avoid such loss of deduction. If the Executive and the Company shall disagree as to whether a payment under this Agreement is more likely than not to result in the loss of a deduction, the matter shall be resolved by an opinion of tax counsel chosen by the Company's independent auditors. The Company shall pay the fees and expenses of such counsel, and shall make available such information as may be reasonably requested by such counsel to prepare the opinion. If, by reason of the limitations of this paragraph 5, the maximum amount payable to the Executive under paragraph 4 above cannot be determined prior to the due date for such payment, the Company shall pay on the due date the minimum amount which it in good faith determines to be payable and shall pay the remaining amount, with interest calculated at the rate prescribed by section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as soon as such remaining amount is determined in accordance with this paragraph 5.

Tax Limitations. The parties acknowledge that the fee payments negotiated herein are authorized by law as requirements relating to the Project, do not constitute property taxes and are not subject to the limits under Section 11 or 11b, Article XI of the Oregon Constitution. Any increase in amounts paid resulting from a change in property values shall not be considered a change in tax or tax rate. Intel waives any claim, known or unknown, that these property tax limitations, or their implementing statutes, apply to the fees set forth in this 2014 SIP Agreement.

Tax Limitations. If any payments under this Agreement, after taking into account all other payments to which the Executive is entitled from the Company, or any affiliate thereof, are more likely than not to result in a loss of a deduction to the Company (a) above cannot be determined prior to the due date of payment, the Company shall pay on such due date the minimum amount which it in good faith determines to be payable and shall pay the difference, with interest calculated at the rate prescribed by section 1274(b)(2)(B) of the Code, as soon as such difference is determined in accordance with this paragraph 5; provided, however, that the Company shall used its best efforts to determine the amount of the difference within six months after the due date for such payment.

Tax Limitations. The following shall apply with respect to amounts to or on behalf of the Executive: (a) If any payment or benefit to which the Executive is entitled from the Trust, any affiliate, or trusts established by the Trust or by any affiliate (the “Payments,” which shall include, without limitation, the vesting of an option or other non-cash benefit or property) are more likely than not to result in a loss of a deduction to the Trust by reason of section 280G of the Internal Revenue Code of 1986 or any successor provision to that section, the Payments shall be reduced to the extent required to avoid such loss of deduction. (b) If reductions are required in the Executive’s Payments in accordance with paragraph (a) above, the Executive shall be entitled to select the order in which payments and benefits are to be reduced. Upon request of the Executive, the Trust shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in this paragraph 7 and the Trust shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. (c) If the Executive gives written notice to the Trust of any objection to the results of the Trust’s calculations under this paragraph 7 within 60 days of the Executive’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Trust (“Tax Counsel”). The Trust shall pay all fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the determination by the Trust shall be binding on all parties. To the extent the Tax Counsel determines that this paragraph 7, and the reductions required under this paragraph 7, are inapplicable, the Trust shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination.

Tax Limitations. Without limiting any other clauses of this clause 4, Cordiant UK is not liable for any Claim and the Investor must not bring any Claim to the extent that: (a) the Claim arises from a failure by the Funds, the Investor or any member of the Group to make any claim, election, surrender or disclaimer or give any notice or consent or do any other thing after Completion; (b) where the Claim relates to a breach of a Tax Warranty, the Tax the subject of the Claim would not have arisen but for any change in ownership of the Investor or the Group Companies or other restructure of the Business or the Group on or after Completion or any change in the accounting policy or practice of the Investor or of the Group Companies after Completion; or (c) the Claim arises out of the cessation or alteration of the Business after Completion.

Tax Limitations. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Buyer Indemnitee be entitled to indemnity for or in respect of any Taxes (including, for the avoidance of doubt, under Section 10.1(a)) (A) imposed with respect to Post-Closing Tax Periods (except to the extent resulting from a breach of the representations and warranties contained in Section 5.19(j)), (B) that are due to the unavailability in any Post-Closing Tax Period of any net operating losses, credits or other Tax Attribute, (C) that are attributable to the manner in which Buyer or its Affiliates finance the Acquisition, (D) that are attributable to an election made by Buyer or any of its Affiliates after the Closing with retroactive effect to a Pre-Closing Tax Period, except for the Agreed Section 338(h)(10) Elections, (E) arising as a result of any action taken outside the Ordinary Course by Buyer or any of its Affiliates after the Closing that is not specifically contemplated by this Agreement, or (F) for or in respect of Taxes, if any, relating to any proceeds received by a Buyer Indemnitee pursuant to the R&W Insurance Policy. For the avoidance of doubt, the noncompliance with any bulk transfer laws as described in Section 10.4(b) shall not in any way limit or reduce any indemnification obligation pursuant to this Agreement.

Tax Limitations. The provisions of Clause 2.4 of the Tax Deed shall apply to limit the Vendor's liability for breach of the Tax Warranties mutatis mutandis. At Completion the Vendors shall: 1. deliver to the Purchaser, transfers in respect of the Shares duly executed by the registered holders in favour of the Purchaser and share certificates for the Shares in the name of the relevant transferors (or an express indemnity in a form reasonably satisfactory to the Purchaser in the case of any certificate found to be missing) and any power of attorney under which any transfer is executed on behalf of the Vendor or nominee; 2. deliver to the Purchaser such waivers or consents as the Purchaser may require to enable the Purchaser or its nominee to be registered as holder of the Shares; 3. procure that the following documents in the agreed terms are executed and delivered to the Purchaser's Solicitors: (a) Shareholders' Agreement Novation duly executed by the Vendor; and (b) Release of the Parent Company Guarantee duly executed by the Vendor. 4. deliver to the Purchaser's solicitors copies of: (a) an assignment notice addressed to, and countersigned by, MYL in relation to the assignment of the MY LLC Debt; (b) an assignment notice addressed to, and countersigned by, MYL in relation to the assignment of the MEFS Debt; and (c) a letter agreement executed by MY LLC, MEFS and the Company confirming termination of the Subordination Agreement;