Tax Loan. Upon the maturity of the Note, if Executive is still employed by the Company, the Company shall provide Executive with a loan (the "Tax Loan") in an amount sufficient to enable Executive to pay taxes due upon the maturity of the Note. The Tax Loan shall (i) be personal recourse, (ii) have a term of four (4) years, (iii) bear interest at the Company's revolver interest rate, and (iv) require Executive to prepay with fifty percent (50%) of the net after-tax proceeds of the sale of any shares of stock of the Company acquired through option exercises and with twenty-five percent (25%) of the net after-tax amount of any bonus payment from the Company.
Tax Loan. (a) The Trust shall extend loans to the Key Employee -------- from time to time to provide him with funds to pay the federal and state taxes that he will incur as a result of the lapsing of the Restriction Period with respect to Restricted Shares except with respect to federal and state taxes incurred as a result of the lapsing of the Restriction Period with respect to Restricted Shares under Paragraph 3.3 ("Tax Loans"). The Key Employee will execute promissory notes in the form attached to this Agreement to evidence his obligation to repay such Tax Loans. The Key Employee hereby pledges the Restricted Shares awarded to him hereunder as to which the Restriction Period has lapsed, and assigns to the Trust all quarterly cash or other dividends paid on the Restricted Shares awarded to him hereunder as collateral to secure his obligation to repay any Tax Loans extended to him hereunder and any accrued but unpaid Interest on such Tax Loans. As of each date a Tax Loan is extended to the Key Employee, the dollar amount of such Tax Loan so issued to the Key Employee hereunder shall not exceed 50% of the Fair Market Value of the Shares awarded to the Key Employee hereunder as to which the Restriction Period has then lapsed.
(b) In the event of a Change in Control, the Trust shall extend a loan to the Key Employee to provide him with funds to pay the federal and state income taxes that he will incur as a result of (i) the forgiveness of any Tax Loans extended under Paragraph 4(a) and (ii) receipt of the Income Tax Payment (in accordance with Paragraph 4.4) (the "Change in Control Tax Loan"). The Key Employee will execute a promissory note in the form attached to this Agreement to evidence his obligation to repay such Change in Control Tax Loan.
Tax Loan. The Trust shall extend loans to the Key Employee -------- from time to time to provide him with funds to pay the federal and state taxes that he will incur as a result of the lapsing of the Restriction Period with respect to Restricted Shares except with respect to federal and state taxes incurred as a result of the lapsing of the Restriction Period with respect to Restricted Shares under Paragraph 3.3 ("Tax Loans"). The Key Employee will execute promissory notes in the form attached to this Agreement to evidence his obligation to repay such Tax Loans. As of each date a Tax Loan is extended to the Key Employee, the dollar amount of such Tax Loan so issued to the Key Employee hereunder shall not exceed 50% of the Fair Market Value of the Shares awarded to the Key Employee hereunder as to which the Restriction Period has then lapsed. As collateral to secure his obligation to repay any Tax Loan extended to him hereunder and any accrued but unpaid Interest on such Tax Loan, the Key Employee hereby (i) pledges to the Trust that number of Restricted Shares awarded to him hereunder as to which the Restriction Period has lapsed having an aggregate value which is equal on the date of the Tax Loan to 125% of the amount of such Tax Loan, and (ii) assigns to the Trust all quarterly cash or other dividends paid on such Restricted Shares.
Tax Loan. Notwithstanding any provisions in the Agreement, if payment or withholding of the income tax due in connection with the Restricted Stock Units is not made within ninety (90) days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax paid by the Grantee's employer shall constitute a loan owed to employer by the Grantee, effective as of the Due Date. The Grantee acknowledges and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or the Grantee's employer may recover it at any time thereafter by any of the means referred to the Agreement or otherwise. Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Grantee shall not be eligible for a loan from the Company or the Grantee's employer to cover the income tax liability. In the event that the Grantee is a director or executive officer of the Company and the income tax is not collected from or paid by the Grantee by the Due Date, the payment of any uncollected income tax and employee national insurance contributions (“NICs”) by the Grantee's employer may constitute a benefit to the Grantee (the “Tax Benefit”) on which additional income tax and NICs will be payable. If the Grantee is a director or executive officer of the Company, the Grantee will be responsible for paying and reporting any income tax due on the Tax Benefit directly to HMRC under the self-assessment regime, and the Grantee's employer will hold the Grantee liable for the Tax Benefit and the cost of any employee NICs due on the Tax Benefit that the Company or the Grantee's employer was obligated to pay and paid. The Company or the Grantee's employer (as applicable) may recover the Tax Benefit and the cost of any such employee NICs from the Grantee at any time by any of the means referred to in the Agreement.
Tax Loan. Notwithstanding any provisions in the Agreement, the Grantee hereby agrees that he / she is liable for payment or withholding of the income tax due in connection with the Restricted Stock Units and hereby covenants to pay all such taxes, as and when requested by the Company or (if different) the Grantee’s employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Grantee’s employer against any such taxes that they are required to pay or withhold on the Grantee’s behalf or have paid or will pay to the HMRC (or any other tax authority or any other relevant authority).
Tax Loan. Not less than 10 days prior to the due date of the Executive's federal income tax payment for every taxable year of the Executive in which his income tax liability is increased by or as a result of the grant of restricted shares of Common Stock pursuant to Section 7(a) hereof, the Employer shall lend to the Executive an amount equal to such increased tax liability. The Employer and the Executive shall enter into an appropriate agreement providing for the repayment by the Executive of such loan, which agreement shall provide that (i) if the principal amount of such loan (together with the aggregate outstanding amount of other loans between the Employer and the Executive) exceeds the de minimis amount set forth in Section 7872(c)(3) of the Code (or any successor provision thereof), then such loan shall bear interest at a rate not less than the applicable Federal rate determined in accordance with Section 7872(f)(2) of the Code (or any successor provision thereof) and (ii) if the Executive disposes of any of the shares of restricted Common Stock prior to the third anniversary of the date any loan is advanced to the Executive pursuant to this Section 7(b), the principal balance of the loan shall become immediately due and payable in cash or shares of Common Stock owned by the Executive for a period of at least six months or such other period necessary to avoid a charge, for accounting purposes, against the Employer's earnings as reported in the Employer's financial statements. The Parent's Stock Option Committee of the Board has approved the delivery of previously owned shares of Common Stock held for at least six months by the Executive to satisfy his obligation to repay the loan advanced to the Executive pursuant to this Section 7(b).
Tax Loan. In the event that the Operating Partnership breaches its obligations set forth in this Article II with respect to a Protected Partner, as its sole remedy the Protected Partner shall have the right to receive an interest-free loan from the Operating Partnership, and the Operating Partnership shall make an interest-free loan to such Protected Partner, in an amount equal to the aggregate federal, state, and local tax on income or Medicare taxes (including Section 1411 of the Code) incurred by the Protected Partner or an Indirect Owner with respect to the amount of the Protected Gain recognized with respect to the Gain Limitation Property that is allocable to (or borne by) such Protected Partner or Indirect Owner as a result of the Operating Partnership’s breach of the obligations set forth in this Article II (the “Tax Loan”). For purposes of computing the amount of federal, state, and local income taxes incurred by a Protected Partner (or Indirect Owner), (i) any deduction for state and local income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account (taking into account any limitation on full deductibility due to adjusted gross income levels), and (ii) a Protected Partner’s (or Indirect Owner’s) tax liability shall be computed using the highest federal, state and local marginal income tax rates (including any Medicare taxes under Section 1411 of the Code) that would be applicable to such Protected Partner’s (or Indirect Owner’s) taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, without regard to any deductions (other than state and local income taxes), losses or credits that may be available to such Protected Partner (or Indirect Owner) that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner (or Indirect Owner) to offset other income, gain or taxes of the Protected Partner (or Indirect Owner), either in the current year, in earlier years, or in later years. The Tax Loan shall mature and be due and payable in full, and the Protected Partner shall repay the Tax Loan upon the termination of the Tax Protection Period and the Operating Partnership shall have the right to offset any and all distributions otherwise payable on or after the date the Tax Protection Period ends to the Protected Partner against and app...
Tax Loan. Within 30 business days prior to the due date thereof, Shareholder shall reasonably determine the amount of federal, state and local income taxes payable by him in respect of the Stock Consideration, if any, received by the Seller at the Closing (the "LOAN AMOUNT"), and shall provide Buyer with written notice of the Loan Amount, accompanied by a computation of such amount in reasonable detail. So long as no amount is due and owing by Seller or the Seller Parties to Buyer under Article XI hereof, upon delivery by the Shareholder of a promissory note, in the form attached hereto as EXHIBIT E (the "NOTE"), in favor of Buyer for an amount equal to the Loan Amount, and a pledge agreement, in the form attached hereto as EXHIBIT F (the "TAX LOAN PLEDGE AGREEMENT"), Buyer shall, no later than one business day prior to the due date of such taxes, loan an amount equal to the Loan Amount to the Shareholder on the terms set forth in the Note and the Tax Loan Pledge Agreement. The Loan Amount shall in no event exceed the product of (i) 0.24 and (ii) the closing sale price of the Common Stock on the Closing Date as reported by the Nasdaq Stock Market, Inc.
Tax Loan. The Buyer shall make loans to the Sellers, bearing annual interest at 10%, to cover twenty percent (20%) of the federal, state and local income taxes payable by the Sellers, calculated at lowest applicable capital gains rates, on income resulting from any Section 338(h)
Tax Loan. If you make a Section 83(b) election, upon the Company's receipt of its copy thereof, the Company will loan to you an amount equal to the federal, state and local taxes due by reason of such election (determined assuming you pay taxes at the highest applicable marginal rate), subject to your execution of (i) the Note attached as Appendix II, which will govern the repayment of such advance and the circumstances under which such repayment will be forgiven, and (ii) the Pledge Agreement attached as Appendix III, which will secure your repayment obligation to the Company.
