Tax Limitations. (a) Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change of Control of the Bank or the Company or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company or the Bank, any person whose actions result in a Change of Control of the Company or any person affiliated with the Company or the Bank or such person) (all such payments and benefits, including the payments and benefits provided under this Agreement (the "Severance Payments"), being hereinafter called "Total Payments") would not be deductible (in whole or in part) by the Company, the Bank, an affiliate or a person making such payment or providing such benefit as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided in such other plan, arrangement or agreement), the cash Severance Payments shall first be reduced (if necessary, to zero); provided, however, that the Executive may elect (at any time prior to the payment of amounts payable hereunder) to have the noncash severance payments reduced (or eliminated) prior to any reduction of the cash Severance Payments.
(b) For purposes of the limitation contained in subsection (a) of this section 12, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the delivery of a notice of termination of employment shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change of Control of the Company or the Bank, the Company's independent auditor (the "Auditor"), does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A) of the Code, (iii) the Severance Payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280(G)(b)(4)(...
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 subparagraph 7(a) above, the reduction shall first be made by reducing payments and or benefits that are not subject to section 409A of the Code (as elected by the Executive) and, if further reduction is necessary, from non-cash payments or benefits (as determined by the Company) and finally from cash payments. 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 short-term applicable federal rate determined under section 1274(d) of the Code) within 10 days after such determination but in no event later than the date which is 2-1/2 months following the calendar year in which the Change in Control occurs.
Tax Limitations. The indemnities in this Article VII shall not apply to any liabilities for Taxes to the extent that:
(a) such Taxes were paid or discharged on or before Closing; or
(b) provision or reserve in respect of such Taxes were made in the Financial Statements; or
(c) such Taxes were taken into account in calculating either the EBITDA Post-Closing Adjustment or the Working Capital Adjustment for the purposes of Article II; or
(d) any relief from a Pre-Closing Tax Period is pursued by the Buyer or the relevant Company in its sole discretion to set against or otherwise eliminate or reduce such Taxes; or
(e) such Taxes arise or are increased as a result of or are otherwise attributable to:
(i) any change in or introduction of new Tax legislation or the interpretation or application of any Tax legislation by a Court or any Tax authority; or
(ii) any change in the rates of Tax; or
(iii) any change or withdrawal by a Tax authority of any published practice or extra statutory concession, (in each case) announced or taking effect after Closing; or
(f) such Taxes would not have arisen or occurred but for an act, omission or transaction of a Company, the Buyer, any Buyer’s Affiliate, any assign or any of their respective directors, employees or agents after Closing provided that this Section 7.04(f) shall not apply to any act, omission or transaction:
(i) effected pursuant to a legally binding commitment of a Company created or entered into before Closing; or
(ii) carried out or effected by a Company in the ordinary course of its business as carried on at Closing; or
(iii) effected to comply with any Law; or
(g) such Taxes would not have arisen but for a change made on or after Closing to:
(i) the accounting reference date of a Company; or
(ii) the accounting policies or practices of a Company or their method of application provided that this Section 7.04(g) shall not apply to the extent that the change was required in order to comply with legislation or GAAP in force at Closing.
Tax Limitations. Notwithstanding anything to the contrary contained herein, no Indemnitee shall have a claim for Damages under this Article VII with respect to: (i) the amount, value or condition of, or any Indemnitee’s ability to use after the Closing Date, any Tax attributes of the Company (and neither the Stockholders nor the Company are making nor shall be construed to have made any representation or warranty with respect to such matters), (ii) any Taxes resulting from any election by or at the direction of Parent under Section 338 of the Code (or any similar or analogous provision of applicable law) with respect to the transactions contemplated hereby, or (iii) any Taxes resulting from any action taken by Parent or the Company at the direction of Parent on the Closing Date after the Closing outside the ordinary course of business. There shall be no double-recovery of Damages under this Article VII to the extent of (and in respect of) the amount of Taxes that were taken into account in the calculation of Indebtedness, Change of Control Payments, Company Transaction Expenses, Current Liabilities, Accrued Compensation or Deferred Compensation.
Tax Limitations. The Seller shall not be liable for any Tax Claim to the extent that:
10.1 the liability for tax (or increase in liability for tax) has arisen in and relates to the ordinary course of business of the Company;
10.2 the liability for tax arises or is increased as a consequence of any failure by the Buyer to comply with their obligations as set out in this Agreement;
10.3 an amount in respect of liability for tax has already been recovered by the Company from another person (other than the Buyer);
10.4 any tax relief of the Company incurred in or in respect of a period ended on or before Completion is available to relieve or mitigate the relevant liability for Tax;
10.5 the Tax Claim relates to any charges, interest, penalties and fines that are attributable to any unreasonable delay by the Buyer or Company following Completion.
