Use of Foreign Tax Credits by Agilent Sample Clauses

Use of Foreign Tax Credits by Agilent. To the extent that ------------------------------------- Agilent receives a Tax Benefit attributable to an increase in foreign tax credits by reason of any Japan Restructuring Tax, Agilent shall pay Hewlett- Packard one hundred percent (100%) of its Tax Benefit, to the extent that such credits relate to the Contemplated Restructuring Tax funded by Hewlett-Packard under paragraph (a)(i) of this Section 5.9; sixty percent (60%) of its Tax Benefit, to the extent that such credits relate to the Contemplated Japan Restructuring Tax funded by Hewlett-Packard under paragraph (a)(ii) of this Section 5.9; eighty-two percent (82%) of its Tax Benefit, to the extent that such credits relate to an Additional Japan Restructuring Tax funded by Hewlett- Packard and Agilent under Section 5.1(b)(iii) of this Agreement; and one hundred percent (100%) of its Tax Benefit, to the extent that such credits relate to an Additional Japan Restructuring Tax funded entirely by Hewlett-Packard under Section 5.1(b)(i) or (ii) of this Agreement. For purposes of this Section 5.9(c), Agilent's Tax Benefit shall be determined first by measuring the incremental impact on Agilent's Federal Income Tax liability (after taking into account the impact of all other Tax Items to Agilent but without regard to any Tax Items relating to any Additional Japan Restructuring Taxes) solely as a result of any increase in foreign tax credits attributable to Contemplated Japan Restructuring Taxes, and then by measuring the incremental impact on Agilent's Federal Income Tax liability (after taking into account any Tax Items relating to any Contemplated Japan Restructuring Taxes) solely as a result of any increase in foreign tax credits attributable to Additional Japan Restructuring Taxes. In making this determination with respect to the Interim Period, Agilent shall be treated as receiving a Tax Benefit only to the extent any credits are treated as used on the Pro Forma Agilent Consolidated Return for such period (such use determined without regard to any carryback of Japan Restructuring Taxes). Appendix F to this Agreement sets forth examples illustrating the intended application of this Section 5.9(c).
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Use of Foreign Tax Credits by Agilent. If Agilent or any ------------------------------------- Agilent Affiliate receives any Tax Benefit (including any reduction in the amount required to be paid by Agilent to Hewlett-Packard under Section 4 of this Agreement with respect to any Pro Forma Agilent Consolidated Return) solely as a result of any increase in foreign tax credits attributable to any Restructuring Tax (other than any Japan Restructuring Tax) funded by Hewlett-Packard under Section 5.1 of this Agreement, Agilent shall pay the amount of such Tax Benefit to Hewlett-Packard that is attributable to the portion of such Restructuring Tax funded by Hewlett-Packard; for this purpose Agilent's Tax Benefit shall be determined by measuring the incremental impact on Agilent's Federal Income Tax liability prior to taking into account the impact of any Japan Restructuring Tax, but after the impact of all other Tax Items to Agilent (including any Foreign Operating Taxes taken into account under Section 5.10 of this Agreement).
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Use of Foreign Tax Credits by Agilent. To the extent that ------------------------------------- Agilent receives a Tax Benefit attributable to an increase in foreign tax credits by reason of the Japan Restructuring Tax (such Tax Benefit determined by measuring the incremental impact on Agilent's liability solely as a result of the credit for Japan Restructuring Tax), Agilent shall pay Hewlett-Packard sixty percent (60%) of its Tax Benefit, to the extent that such credits relate to the Contemplated Japan Restructuring Tax, and eighty-two percent (82%) of its Tax Benefit, to the extent that such credits relate to an Additional Japan Restructuring Tax. For purposes of the preceding sentence Agilent shall be treated as receiving a Tax Benefit for the Interim Period only to the extent any credits are treated as used on the Pro Forma Agilent Consolidated Return for such period.
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Related to Use of Foreign Tax Credits by Agilent

  • Application of Code Section 409A (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of Executive’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive, Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Bank shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the conclusion of such Delay Period.

  • Limitations Under Code Section 409A (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B), (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g), would be subject to interest and additional tax imposed pursuant to Section 409A(a) as a result of the application of Section 409A(2)(B)(i), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i), the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank.

  • Allocation of Forfeitures NOTE: Subsections (a), (b) and (c) below apply to forfeitures of amounts other than Excess Aggregate Contributions.

  • Distributions Upon Income Inclusion Under Section 409A of the Code Upon the inclusion of any portion of the benefits payable pursuant to this Agreement into the Executive’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Executive’s vested accrued liability, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.

  • Code Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

  • CODE SECTION 754 ELECTION Upon the approval of the General Partners, the Partnership shall file an election under Code Section 754 to adjust the tax basis of the Partnership Property, with respect to any distribution of Partnership Property to a Partner permitted by this Agreement or a Transfer of a Partnership Interest in accordance with the terms of this Agreement, in accordance with Code Sections 734(b) and 743(b). The Partners acknowledge that once a Code Section 754 election shall be validly filed by the Partnership, it shall remain in effect indefinitely thereafter unless the Internal Revenue Service approves the revocation of such election.

  • Code Section 409A Compliance (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.

  • Incorporation of Software Code I agree that I will not incorporate into any Company software or otherwise deliver to Company any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company except in strict compliance with Company’s policies regarding the use of such software.

  • Savings Clause Relating to Compliance with Code Section 409A Despite any contrary provision of this Agreement, if when the Executive’s employment terminates the Executive is a specified employee, as defined in Code section 409A, and if any payments under Article 2 of this Agreement will result in additional tax or interest to the Executive because of section 409A, the Executive shall not be entitled to the payments under Article 2 until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision.

  • Code Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to the Allocation Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to the Allocation Regulations.

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