Treatment of Certain Payments. Subject to the terms of any applicable Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Loan Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 7.01(h) or (i), in each case that is continuing, shall be applied: (i) first, ratably, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent or the Collateral Agent from the Borrower (other than in connection with any Secured Cash Management Agreement or Secured Hedge Agreement), (ii) second, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third, towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, (iv) fourth, towards payment of other Obligations (including Obligations of the Loan Parties owing under or in respect of any Secured Cash Management Agreement or Secured Hedge Agreement) then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties and (v) last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Requirements of Law.
Treatment of Certain Payments. (a) Anything in the Agreement to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder.
(b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections in the following order: (i) cash payments that may not be valued under Treas. Regs. § 1.280G-1, Q&A-24(c) (“24(c)”), (ii) equity-based payments that may not be valued under 24(c), (iii) cash payments that may be valued under 24(c), (iv) equity-based payments that may be valued under 24(c) and (v) other types of benefits. With respect to each category of the foregoing, such reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and next with respect to payments that are deferred compensation, in each case, beg...
Treatment of Certain Payments a. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that (i) any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company (or any of its affiliated entities) or any entity which effectuates a Change in Control (or any of its affiliated entities) to or for your benefit (whether pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by section 4999 of the Code (the “Excise Tax”), and (ii) the reduction of the amounts payable to you, whether under this Agreement or otherwise, to the maximum amount that could be paid to you without giving rise to the Excise Tax (the “Safe Harbor Cap”) would provide you with a greater after tax amount than if such amounts were not reduced, then the Payments shall be reduced (but not below zero) to the Safe Harbor Cap. Any such reduction shall occur in the following order: (A) by eliminating the acceleration of vesting of any stock options for which the exercise price exceeds the fair market value (and if there is more than one option award so outstanding, then the acceleration of the vesting of the most “under water” option shall be reduced first, and so-on); (B) by reducing the severance payment hereunder and any other cash payments not subject to section 409A of the Code; (C) by reducing any benefit continuation payments (and if there be more than one such payment, by reducing the payments in reverse order, with the payments made the earliest being reduced first); (D), by reducing any cash payments that are subject to section 409A of the Code (and if there be more than one such payment, by reducing the payments in reverse order, with the payments made the earliest being reduced first); (E) by reducing the payments of any restricted stock, restricted stock units, performance awards or similar equity-based awards that have been awarded to you by the Company that are subject to performance-based vesting (and if there be more than one such award held by you, by reducing the awards in the reverse order of the date of their award, with the most-recently awarded reduced first and the oldest award reduced last); (F) by reducing the payments of any restricted stock, restricted stock units, performance awards or similar equity-based awards that have been awarded to you by the Company that are subject to time-based vesting (and if there be more than one such award he...
Treatment of Certain Payments. Any amount received by the Administrative Agent or the Collateral Agent from any Loan Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 7.01(h) or (i), in each case that is continuing, shall be applied in accordance with clauses first through ninth in Section 2.18(b).
Treatment of Certain Payments. (a) All Indemnity Payments made by Xxxxxx to Cable (or, in each case, their respective Affiliates) are intended to be treated, and will be reported for Tax purposes, as capital contributions from Xxxxxx to Cable occurring immediately prior to the Distribution, except as required by a Final Determination. All Indemnity Payments made by Cable to Xxxxxx (or, in each case, their respective Affiliates) are intended to be treated, and will be reported for Tax purposes, as distributions by Cable to Xxxxxx occurring immediately prior to the Distribution, except as required by a Final Determination.
(b) Notwithstanding anything to the contrary herein, to the extent the Indemnifying Party makes a payment of interest to the Indemnified Party, the interest payment will be treated as interest expense to the Indemnifying Party (deductible to the extent provided by applicable Tax Law) and as interest income by the Indemnified Party (includible in income to the extent provided by applicable Tax Law).
Treatment of Certain Payments. All indemnification payments made pursuant to this Agreement and all payments made pursuant to Section 3.5 shall be treated as adjustments to the Purchase Price for all tax purposes except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended (or any similar provision of state, local or foreign law).
Treatment of Certain Payments. (a) The Parties shall treat the Anticipated Dividend Shortfall and any payment that the Seller or Buyer is required to make pursuant to Section 2.4 (including any cancellation of SFX Shares in respect of any such payment) as a “purchase price adjustment” of the Total Consideration for Tax purposes.
(b) Except as otherwise required by the applicable Legal Requirements, the Parties shall treat the Belgium JV Earn-Out Payments, any payment made pursuant to Section 7.2(a) (including the amount by which any Losses that the Seller is otherwise required to pay to a Buyer Indemnified Party under Article 7 are reduced because of the cancellation of any SFX Shares pursuant to Section 7.6(c)), any payment made by the Seller pursuant to Article 6, any payment made by the Seller to any Buyer Indemnified Party with respect to any claims for any Breach of any representation, warranty, or obligation herein or otherwise arising out of the subject matter hereof as “purchase price adjustments” that reduce the Total Consideration for Tax purposes and the Parties shall not take any position inconsistent with such treatment.
(c) Except as otherwise required by the applicable Legal Requirements, the Parties shall treat any payment made pursuant to Section 7.2(b), any payment made by any Buyer Party pursuant to Article 6, any payment made by any Buyer Party to any Seller Indemnified Party with respect to any claims for any Breach of any representation, warranty, or obligation herein or otherwise arising out of the subject matter hereof as “purchase price adjustments” that increase the Total Consideration for Tax purposes.
(d) The Parties shall not take any position inconsistent with the treatment as set forth in this Section 2.9 of the Anticipated Dividend Shortfall and the other payments described in this Section 2.9.
Treatment of Certain Payments. Any Indemnity Payment (other than any portion of a payment that represents interest accruing after the Closing Date), any payments made pursuant to Section 2.07 and any Closing Adjustment Amount payment shall be treated by Vista Outdoor and Revelyst for all Tax purposes as a reduction of the cash contributed to Revelyst in the Contribution to the extent thereof (if made by Revelyst to Vista Outdoor) or an increase of the cash contributed to Revelyst in the Contribution (if made by Vista Outdoor to Revelyst), except as otherwise required by a change in applicable Tax Law after the date of this Agreement or a Final Determination.
Treatment of Certain Payments. Anything in this Agreement to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder.
Treatment of Certain Payments. Subject to the terms of any applicable Intercreditor Agreement, any amount received by the Trustee or the Collateral Agent from any Note Party (or from proceeds of any Collateral) following any Event of Default that is continuing or any acceleration of the Obligations under this Indenture or any Event of Default with respect to the Issuer under Section 10.01(h) or (i), in each case that is continuing, shall be applied: (i) first, ratably, to pay any fees, indemnities or expense reimbursements then due to the Trustee or the Collateral Agent from the Issuer, including those set forth in Section 11.07 of this Indenture, (ii) second, towards payment of interest and fees then due from the Issuer hereunder with respect to Obligations that have priority under the Priority Waterfall, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third, towards payment of other Obligations then due from the Issuer hereunder with respect to Obligations that have priority under the Priority Waterfall, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties, and (iv) last, the balance, if any, after all of the Obligations have been paid in full, to the Issuer or as otherwise required by Requirements of Law.
