Tax-Related. The Town currently permits paraprofessionals to authorize payroll deductions for the purpose of making "pre-tax" contributions pursuant to Section 125 of the IRC ("Section 125") for certain benefits, e.g. paraprofessional contributions to group health insurance plans. If the Town enters into an agreement with a Section 125 administrator and if the agreement permits the paraprofessionals to purchase additional services/products through such administrator which are not covered by Section 125, the opportunity for payroll deductions will be made available to paraprofessionals for the purchase of such services/products through the administrator.
Tax-Related determinations
Tax-Related. Items shall mean any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Optionee’s participation in the Plan and legally applicable to Optionee.
Tax-Related. Solely for the benefit of the Escrow Agent (and without prejudice to any liability as between Raytel and the Indemnifying CVI Securityholders or as among the Indemnifying CVI Securityholders), each of Raytel and the Indemnifying CVI Securityholders, jointly and severally, agrees to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of Escrow Funds under this Agreement, and, without limiting the generality of Section 8(a) above, hereby agrees to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on any such payment or other activities under this Agreement. Raytel and the CVI Representatives undertake to instruct the Escrow Agent in writing with respect to any actions that may be required by the Internal Revenue Code of 1986, as amended, as to withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with this Agreement. Solely for the benefit of the Escrow Agent (and without prejudice to any liability as between Raytel and the Indemnifying CVI Securityholders or as among the Indemnifying CVI Securityholders), each of Raytel and the Indemnifying CVI Securityholders, jointly and severally, agrees to indemnify and hold the Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including, without limitation, the withholding or deduction or the failure to withhold or deduct same, and any liability for failure to obtain proper certifications or to properly report to governmental authorities, to which the Escrow Agent may be or become subject in connection with or which arises out of this Agreement, including costs and expenses (including reasonable legal fees), interest and penalties. The other parties shall each promptly provide the Escrow Agent with appropriate Internal Revenue Service Forms W-9 for taxpayer identification number certifications, or Forms W-8 for non-resident alien certifications in connection with any payments to be made to them.
Tax-Related. Items shall mean income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax‑related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Corporation or the Employer in its discretion to be an appropriate charge to the Participant even if legally applicable to the Corporation or the Employer. SANDISK CORPORATION 2013 INCENTIVE PLAN APPENDIX B TO THE GLOBAL RESTRICTED STOCK UNIT ISSUANCE AGREEMENT Terms and Conditions This Appendix B includes additional terms and conditions that govern the Award granted to the Participant under the Plan if the Participant resides in one of the countries listed below. Certain capitalized terms used but not defined in this Appendix B have the meanings set forth in the Plan and the Agreement.
Tax-Related. Each of the Buyer and the Company Stockholders, jointly ----------- and severally, agree to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of Escrow Property under this Agreement, and, without limiting the generality of Section 10(a) above, hereby agree to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on any such payment or other activities under this Agreement. The Buyer and the Stockholders' Representative undertake to instruct the Escrow Agent in writing with respect to any actions that may be required by the
Tax-Related. Items shall mean income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax‑related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Corporation or the Employer in its discretion to be an appropriate charge to the Participant even if legally applicable to the Corporation or the Employer. SCHEDULE I VESTING SCHEDULE
Tax-Related. Issues The parties shall use good-faith efforts to structure the Restructuring to the maximum extent possible in a tax- efficient and cost-effective manner for the benefit of the parties to the RSA. Notwithstanding the forgoing, the Required Supporting Noteholders shall have sole discretion over the structure of the Restructuring and the Plan to the extent it relates to the treatment of the DIP Facility Claims and the Secured Noteholder Claims, or issuance of the New Equity Interests (consistent, however, with the agreements described on Annex C); provided, however, that such tax structuring shall not be materially adverse to the Debtors. Conditions Precedent to Confirmation of the Plan Confirmation of the Plan shall be subject to such conditions to confirmation as are customary in restructurings of this type, including, without limitation, the following conditions precedent; provided that any condition may be waived by the Debtors with the consent of the Required Supporting Noteholders: • the RSA shall not have been terminated and shall remain in full force and effect in accordance with its terms; • the Bankruptcy Court shall have entered the order approving the Disclosure Statement in form and substance consistent with this Term Sheet and the RSA, and acceptable to the Required Supporting Noteholders and the Debtors; • all outstanding Transaction Expenses (as defined in the RSA), including the fees and expenses of the Ad Hoc Committee, the Secured Notes Trustee and the Consenting Principals, provided that the Transaction Expenses of the Consenting Principals will be subject to an aggregate cap of $100,000 (as set forth in the “Fees and Expenses” section below) shall have been paid in full, in cash without the need to file any application with, or obtain any order from, the Bankruptcy Court; and • the Debtors shall not be in default under the DIP Facility or any order of the Bankruptcy Court approving the DIP Facility (the “DIP Orders”).
