Section 280 G definition

Section 280 G means Section 280G of the Code.
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Section 280 G has the meaning set forth in Section 5 (2) o). “Securities Act” has the meaning set forth in Section 3 (7) b) i). “Seller’s Best Knowledge” has the meaning set forth in Section 6. - 3 - “Seller” means Xxxx Männer Holding AG. “Shareholders” has the meaning set forth in no. 7 of the first page of the notarial deed. “Shares” has the meaning set forth in the Preamble. “State Aid” has the meaning set forth in Section 6 (11). “Straddle Period” has the meaning set forth in Section 11 (6). “Taxes” has the meaning set forth in Section 6 (15). “Unaudited Interim Period Financial Statements” has the meaning set forth in Section 6 (2) a). “US GAAP” has the meaning set forth in Section 5 (2) i). “US GAAS” has the meaning set forth in Section 5 (2) i). “US-Shares” has the meaning set forth in Section 2. “Warranties” has the meaning set forth in Section 6. - 4 -
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Section 280 G has the meaning set forth in Section 5 (2) o).
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Examples of Section 280 G in a sentence

  • The Companies agree to indemnify the Executive in connection with any and all taxes which may become payable by the Executive under Section 280 (G) of the Internal Revenue Code of 1986, as amended.

  • Severance payments, any other payments, and amounts resulting from acceleration of unvested stock options related to a change of control shall be payable in full, except to the extent that if such payments and resultant additional parachute tax penalties result in a reduction of the net amount received by the Executive, payment above the limits of Section 280 G of the Internal Revenue Code of 1986 will not be made.

  • However, the total of any payment pursuant to this Section 6.02 shall be limited to the extent necessary, in the opinion of legal counsel acceptable to Employee and Ontro, to avoid the payment of an "excess parachute" payment within the meaning of Internal Revenue Code Section 280 G or any similar successor provision.

  • Notwithstanding the provisions of Section 3(a) hereof, in no event shall any payment to be made under Section 3(a) exceed $1.00 less than three times the Executive's "base amount" within the meaning of Section 280 G of the Internal Revenue Code of 1986, as amended (the "Code").

  • Payments under this Section Six shall not exceed 2.99 times "base amount" of salary as defined in Section 280 (G) of the Internal Revenue Code of 1986, as amended.

  • However, all payments made pursuant to this paragraph shall be in accordance with Section 280 G of the Internal Revenue Code.

  • Pillsbury Madison & Sutro shall also have delivered an opinion addressed to the Bank, CVB and Citizens, dated as of the Closing Date, stating that Section 280 G and 4999 of the Internal Revenue Code will not apply to any payments made to the directors, officers or employees of Citizens, including but not limited to any payments pursuant to severance compensation agreements or deferred compensation agreements.

  • If the Senior Management Employee becomes subject to the excise tax imposed under Section 280 G of the Internal Revenue Code, as a result of their compensation from Admiralty Bancorp, Inc.

  • The Seller has not made any material payments, is obligated to make any material payments, or is a party to any agreement that under certain circumstances could obligate it to make any material payments that will not be deductible under Code Section 280 G.

  • Notwithstanding the foregoing provisions herein, if the amount payable to you, pursuant to the terms hereof should constitute a parachute payment as defined in Section 280 G of the Internal Revenue Code of the United States (Code), the payment will be reduced to the largest amount that would result in no portion being subject to the excise tax imposed by, or the disallowance of a deduction under, applicable provisions of the Code.

Related to Section 280 G

  • Section 280G means Section 280G of the Code and the Treasury regulations promulgated thereunder or any similar or successor provision.

  • Section 385 Expanded Group shall have the meaning set forth in Treasury Regulation Section 1.385-1(c)(4) for an “expanded group”.

  • Section 338 Forms means all returns, documents, statements, and other forms that are required to be submitted to any federal, state, local or foreign Taxing authority in connection with a Section 338(h)(10) Election, including, without limitation, any "statement of Section 338 Election" and IRS Form 8023 (together with any schedules or attachments thereto) that are required pursuant to Treasury regulations.

  • Reduced leave schedule means a leave schedule that reduces the usual number of hours per workweek, or hours per workday, of an employee.

  • Excess Parachute Payments has the meaning set forth in section 280G of the Code.

  • Section 409A of the Code means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

  • Section means a section of the Act.

  • Section 162(m) of the Code means the exception for performance-based compensation under Section 162(m) of the Code and any applicable treasury regulations thereunder.

  • Excess Parachute Payment means a payment described in Section 280G(b)(1) of the Code.

  • alternative maximum council tax reduction means the amount determined in accordance with paragraph 31 and Schedule 4;

  • Section 336(e) Election has the meaning set forth in Section 7.06.

  • parachute payments shall have the meanings assigned to them in Code Section 280G and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Code Section 280G(d)(4); (iii) the term “Base Amount” means an amount equal to the Executive’s “annualized includible compensation for the base period” as defined in Code Section 280G(d)(1); (iv) for purposes of the determination by the Consulting Firm, the value of any non-cash benefits or any deferred payment or benefit shall be determined in accordance with the principles of Code Sections 280G(d)(3) and (4); and (v) the Executive shall be deemed to pay federal income tax and employment taxes at the Executive’s actual marginal rate of federal income and employment taxation, and state and local income taxes at the Executive’s actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The covenants set forth in Sections 6 and 7 of this Agreement have substantial value to the Company and a portion of any Total Payments made to the Executive are in consideration of such covenants. For purposes of calculating the “excess parachute payment” and the “parachute payments”, the Parties intend that an amount equal to not less than the Executive’s highest annual base salary during the 12-month period immediately prior to the Executive’s termination of employment shall be in consideration of the covenants in Sections 6 and 7 below. The Consulting Firm shall consider all relevant factors in appraising the fair value of such covenants and in determining the amount of the Total Payments that shall not be considered to be a “parachute payment” or “excess parachute payment”. The determination of the Consulting Firm shall be addressed to the Company and the Executive and such determination shall be binding upon the Company and the Executive.

  • Parachute Payment means a payment that is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder.

  • Section 409A means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

  • Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; or (c) for reimbursement or contribution Allowed under section 502 of the Bankruptcy Code on account of such a Claim; provided that a Section 510(b) Claim shall not include any Claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an Interest.

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Treasury Regulation means the United States Treasury regulations promulgated under the Code.

  • Section 415 Compensation means with respect to any Plan Year and shall: (a) include amounts accrued to a Participant (regardless of whether he was a Participant during the entire Plan Year and regardless of whether in cash): (i) as wages, salaries, fees for professional services and other amounts received for personal services actually rendered in the course of his employment with the Companies including but not limited to commissions, compensation for services on the basis of a percentage of profits and bonuses; (ii) for purposes of Subsection (a)(i) above, earned income from sources outside the United States (as defined in Section 911(b) of the Code), whether or not excludible from gross income under Section 911 of the Code or deductible under Section 913 of the Code; (iii) amounts described in Sections 104(a)(3), 105(a) and 115(h) of the Code but only to the extent that these amounts are includible in the gross income of that Participant; and (iv) amounts paid or reimbursed by the Companies for moving expenses incurred by that Participant, but only to the extent that these amounts are not deductible by that Participant under Section 217 of the Code; (b) not include: (i) notwithstanding Subsection (a)(i) above, there shall be excluded from Section 415 Compensation amounts contributed to a plan as contributions to a qualified cash or deferred plan under Section 401(k) of the Code; (ii) other contributions made by a Company to any plan of deferred compensation to the extent that, before the application of the Section 415 of the Code limitations to that plan, the contributions are not includible in the gross income of that Participant for the taxable year in which contributed; in addition, Company contributions made on behalf of that Participant to a simplified employee pension plan described in Section 408(k) of the Code shall not be considered as Section 415 Compensation for the Plan Year in which contributed; additionally, any distributions from a plan of deferred compensation shall not be considered as Section 415 Compensation, regardless of whether such amounts are includible in the gross income of that Participant when distributed; however, any amounts received by that Participant pursuant to an unfunded nonqualified plan shall be considered as Section 415 Compensation in the Plan Year in which such amounts are includible in the gross income of that Participant; and (iii) other amounts which receive special federal income tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of that Participant); provided, however, that Section 415 Compensation in a Plan Year in excess of one hundred and fifty thousand ($150,000), as adjusted pursuant to Section 401(a)(17) of the Code, shall be disregarded. Notwithstanding anything in this Section 1.36 to the contrary, for Plan Years beginning on or after January 1, 1998, Section 415 Compensation shall include any elective deferral (as defined in Section 402(g) of the Code) and any amount contributed or deferred at the election of the Participant that is not includible in that Participant's gross income by reason of Section 125 or Section 457 of the Code.

  • Maximum Special Tax means the maximum Special Tax, determined in accordance with Section C below, that can be levied in any Fiscal Year on any Assessor’s Parcel.

  • Affected land means the surface of an area within the state where a mining operation is being or will be conducted, which surface is disturbed as a result of an operation. Affected lands include, but shall not be limited to, private ways, roads (except those roads excluded by this subsection (1)); land excavations; exploration sites; drill sites or workings; refuse banks or spoil piles; evaporation or settling ponds; work, parking, storage, or waste discharge areas; and areas in which structures, facilities, equipment, machines, tools, or other materials or property that result from or are used in such operations are situated. "Affected land" does not include land that has been reclaimed pursuant to an approved plan or otherwise, as may be approved by the board, or off-site roads that were constructed for purposes unrelated to the proposed operation, were in existence before a permit application was filed with the office, and will not be substantially upgraded to support the operation or off-site groundwater monitoring wells.

  • Accounting Firm means a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to a Change in Control for purposes of making the applicable determinations hereunder and is reasonably acceptable to Executive, which firm shall not, without Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control.

  • Final Allocation has the meaning set forth in Section 2.3.

  • Section 382 means Section 382 of the Code, or any comparable successor provision.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Company Expenses has the meaning set forth in Section 11.3(a)(v).

  • Change in 1940 Act Law shall have the meaning set forth in the definition of "Investment Company Event."