Tax Protection. If SunTrust or SunTrust's independent accountants determine that any payments and benefits called for under this Agreement together with any other payments and benefits made available to Executive by SunTrust or a SunTrust Affiliate will result in Executive being subject to an excise tax under (S) 4999 of the Code or if such an excise tax is assessed against Executive as a result of any such payments and other benefits, SunTrust shall make a Gross Up Payment to or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (other than waiving Executive's right to any payments or benefits) as SunTrust reasonably requests under the circumstances to mitigate or challenge such tax. Any determination under this (S) 9 by SunTrust or SunTrust's independent accountants shall be made in accordance with (S) 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue Service rulings and any related case law and, if SunTrust reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive's right to any payment or benefit) and Executive complies with such request, SunTrust shall provide Executive with such information and such expert advice and assistance from SunTrust's independent accountants, lawyers and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest and other assessments.
Tax Protection. If Post or Post's independent accountants determine that any payments and benefits called for under this Agreement together with any other payments and benefits made available to Executive by Post or a Post Affiliate will result in Executive being subject to an excise tax under Section 4999 of the Code or if such an excise tax is assessed against Executive as a result of any such payments and other benefits, Post shall make a Gross Up Payment to or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 8) as Post reasonably requests under the circumstances to mitigate or challenge such tax; provided, however, if Post or Post's independent accountants make such a determination and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive's right to receive a part of such payments or benefits and such part does not exceed $10,000, Executive shall irrevocably waive Executive's right to receive such part if an independent accountant or lawyer retained by Executive and paid by Post agrees with the determination made by Post or Post's independent accountants with respect to the effect of such reduction in payments or benefits. Any determinations under this Section 8 shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue Service rulings and any related case law and, if Post reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 8) and Executive complies with such request, Post shall provide Executive with such information and such expert advice and assistance from Post's independent accountants, lawyers and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest and other assessments.
Tax Protection. 4.6.1 Legal expenses costs for an appointed representative following;
Tax Protection. During the Tax Protection Period, the Corporate Taxpayer shall, and shall cause Hostess Holdings and its Subsidiaries to, use commercially reasonable efforts to ensure that any indebtedness of Hostess Holdings or any Subsidiary (other than any indebtedness that is held or guaranteed by a CDM Entity Holder) constitutes a Nonrecourse Liability.
Tax Protection. DAS will pay legal expenses costs for an appointed representative following:
Tax Protection. At each Closing, the LATA Parties shall enter into a Tax Protection Agreement substantially in the form attached hereto as Exhibit H (each, a “Tax Protection Agreement”), with each Contributor, if any, in respect of such Contributed Property receiving any consideration in the form of OP Units and identified in the Contribution Structure Chart as being eligible to receive Tax protection.
Tax Protection. If the Company or its independent accountants (which shall consider such issue upon the reasonable request of Executive) determine that any payments or benefits called for under this Agreement, together with any other payments and benefits made available to Executive by the Company or a subsidiary or affiliate thereof (collectively, the “Payments”), will result in Executive’s being subject to an excise tax under Section 4999 of the Code, then a determination shall be made by the Company or its independent accountants as to whether it would result in larger net payments to Executive, after paying all applicable taxes (including any applicable tax under § 4999 of the Code), to: (i) receive all of the Payments, or (ii) receive the portion of the Payments that in the aggregate is One Dollar ($1.00) less than the amount which would cause the Payments to be subject to the excise tax imposed by § 4999 of the Code (the “Safe Harbor Amount”). If the determination is that it would result in larger net payments to Executive after paying all applicable taxes to receive all of the Payments pursuant to § 3(i), then such Payments shall be made to Executive in accordance with the terms of this Agreement. If the determination is that it would result in larger net payments to Executive after paying all applicable taxes to receive the Safe Harbor Amount pursuant to § 3(ii), then only the Safe Harbor Amount shall be paid to Executive in accordance with the terms of this Agreement. In the event the Safe Harbor Amount pursuant to § 3(ii) is to be paid to Executive, the Payments to which Executive would otherwise be entitled to under this Agreement shall be reduced on a pro rata basis. Any determinations under this Section 3 shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary, or final) and any related Internal Revenue Service rulings and any related case law and, if Company reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive’s right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 3) and Executive complies with such request, the Company shall provide Executive with such information and such expert advice and assistance from the Company’s independent accountants, attorneys and other advisors as Executive may reasonably ...
Tax Protection. If Post determines that the payments, option vesting, forfeiture lapses and other benefits called for under Section 5.2 will result in Executive being subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or if such an excise tax is properly and timely assessed against Executive as a result of a Change in Control or if such a determination is made and such a tax is assessed, Post (on behalf of Post, Post LP and Services) shall make a Gross-Up Payment to Executive at the time his employment terminates, if a determination is made that an excise tax is due at that time, or at the time of such assessment, or at both such times, as appropriate. A "Gross-Up Payment" means a payment to Executive which shall be sufficient for Executive to pay (i) any such excise tax in full, (ii) any federal, state and local income tax on the payment made to pay Executive's excise tax as well as any additional excise tax on such payment and (iii) any interest or penalties assessed by the Internal Revenue Service on Executive if Post failed to determine and report to Executive and to the Internal Revenue Service the full amount on which an excise tax was due at the time Executive's employment terminated. Any determination under this Section 5.3 by Post shall be made in accordance with Section 280(g) of the Code and any related regulations (whether proposed, temporary or final) and any related Internal Revenue Service rulings and any related case law.
Tax Protection. Patriot and Mr. Fine shall have the additional rights -------------- and obligations set forth on Exhibit E hereto titled "Lock-out Provisions." ---------
Tax Protection. Employee shall be responsible for Employee’s US and UK income taxes, and Employee’s share of Social Security/National Insurance, on all income arising under this Agreement, except where explicitly stated otherwise (e.g., housing under Section 3(f)(iii)). However, if the actual UK and US income tax and Social Security/National Insurance in a given year exceeds the tax obligation that Employee would have incurred on the same income had Employee remained subject only to UK income tax and National Insurance over the same period, the Company will reimburse this excess tax on a fully grossed-up basis for applicable taxes. Each year, a Company-approved tax advisor will prepare the calculation on a UK stay-at-home basis to determine if any excess tax has been incurred on the part of Employee. For the avoidance of doubt, all calculations pursuant to this Section 3(h) shall exclude all taxable income not paid by the Company (or a subsidiary or affiliate of the Company), including any personal investment income earned by Employee.
