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 (which shall consider such issue upon the reasonable request of the Executive) determine that any payments and benefits called for under this Agreement, together with any other payments and benefits made available to Executive by the Post Parties or a Post Affiliate, will result in Executive's 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 13) 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 $25,000, 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 13 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 13) 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;
4.6.2 A Tax enquiry.
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:
a) A tax enquiry.
b) an employer compliance dispute; or
c) a VAT dispute. provided that you have taken reasonable care to ensure that all returns are complete and correct and are submitted within the statutory time limits allowed. Please note DAS will only cover tax claims which arise in direct connection with the activities of the business shown in the schedule.
Tax Protection. The Corporation will reimburse you for the total United States (state and federal) and foreign taxes incurred by you as a result of receiving payments of your base salary and any incentive bonuses earned during the Term, as well as payments pursuant to paragraph 3 above, in excess of the total UK and Italian (local and federal) taxes you would have incurred as a result of receiving such payments if your current tax residency status had not changed, assuming the same allocations of your time were made as in the year prior to the Term. As noted, the Corporation’s obligation to reimburse you for such excess taxes relates only to items of income and benefits you receive from the Corporation for services rendered to the Corporation. The Corporation’s obligation to reimburse you for excess taxes shall not apply to any severance payments under the letter agreement entered into between you and the Corporation effective November 10, 2008 or any successor agreement thereto. Payments of such reimbursements for excess taxes shall be made no later than the end of the second taxable year beginning after the taxable year in which your U.S. federal income tax return is required to be filed (including any extensions) for the year in which the compensation subject to such reimbursement relates. In addition, the Corporation will reimburse you for all United States (state and federal) and foreign taxes incurred by you as a result of receiving the benefits described in paragraphs 4 through 8, above. These reimbursements will be grossed-up so that the net amount received by you, after subtraction of all taxes applicable to the reimbursement plus the gross-up amount, will equal the reimbursement amount. Reimbursements under this paragraph will be paid to you no later than the end of the taxable year next following the taxable year in which you pay taxes on the benefits described in paragraphs 4 through 8, above. The amounts to be reimbursed under this paragraph 9 will be determined by a nationally recognized accounting firm selected by the Corporation, whose determination will be binding on both parties. You agree to take such reasonable steps and make such elections as the Corporation may request in order to reduce the Corporation's obligations under this paragraph provided, however, that if such elections are expected to impact tax years subsequent to the end of the Term, you will not be required to do so unless you consent to such actions, which consent shall not be unreasona...
Tax Protection. If Carmike or Carmike'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 Carmike 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, Carmike 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 4) as Carmike reasonably requests under the circumstances to mitigate or challenge such tax; provided, however, if Carmike or Carmike'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 Carmike agrees with the determination made by Carmike or Carmike's independent accountants with respect to the effect of such reduction in payments or benefits. Any determinations under this Section 4 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 Carmike 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 4) and Executive complies with such request, Carmike shall provide Executive with such information and such expert advice and assistance from Carmike'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. (a) The Company, on its own behalf and in its capacity as the general partner of the OP, and on behalf of each of its Subsidiaries (including LLH) shall use, and shall cause each of its Subsidiaries (including the OP and LLH) to use, commercially reasonable efforts to (i) structure any Exit Transaction in a manner that is tax-deferred to the Forste Parties and the Xxxxxxxxx Parties, does not cause such parties to recognize gain for federal income tax purposes, and provides for substantially similar tax protections after the Exit Transaction as contained in this Article IV (herein, a “Tax Deferred Structure”), and (ii) cause the OP or its Subsidiaries to continuously maintain sufficient levels of indebtedness that are allocable for federal income tax purposes to the Forste Parties and the Xxxxxxxxx Parties to prevent such parties from recognizing taxable income or gain as a result of any “negative tax capital account” or insufficient debt allocation to such parties; provided that such amount of indebtedness shall not be required to exceed the amount of indebtedness allocable to the Forste Parties and the Xxxxxxxxx Parties (in the aggregate) immediately following the contribution of the net proceeds of and the transactions related to the IPO (the “Debt Maintenance Obligation”); provided, however, that the Debt Maintenance Obligation shall not be deemed to have been violated to the extent that such obligation is not satisfied as a result of (a) any change in law, rule, or regulation (including any notice, ruling or other guidance of the U.S. Internal Revenue Service, or any court decision) after the date of this Agreement, provided, however, that the Company will work together in good faith with the Forste Parties and Xxxxxxxxx Parties to satisfy the Debt Maintenance Obligation to the extent possible under applicable law, or (b) the failure of any guarantee set forth in Section 4.1(c) to be effective (or to the extent such guarantee is ineffective) in allocating indebtedness to the Forste Parties and/or the Xxxxxxxxx Parties, as applicable. In addition, if as a result of a condemnations, casualties or foreclosures of any property owned by any member of the Company Group, the Company Group has insufficient indebtedness to satisfy the Debt Maintenance Obligation (taking into account all indebtedness of the Company Group), nothing contained herein shall require the Company Group to incur other indebtedness solely to satisfy the Debt Maintenance Obligation.
(b) P...
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. 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.