Certain Other Payments. If the Executive is liable for the payment of any excise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, the Company shall pay the Executive an amount (the “Special Reimbursement”) which, after payment to the Executive (or on the Executive’s behalf) of any federal, state and local taxes, including, without limitation, any further excise tax under said Section 4999, with respect to or resulting from the Special Reimbursement, equals the net amount of the Basic Excise Tax. The Special Reimbursement shall be paid as soon as practicable after it is determined by the Company or the Executive and reviewed for accuracy by the Company’s certified public accountants.
Certain Other Payments. If the Executive is liable for the payment of any excise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, the Company shall pay the Executive an amount (the “Special Reimbursement”) which, after payment by the Executive (or on the Executive’s behalf) of any federal, state and local taxes, including, without limitation, any further excise tax under said Section 4999, with respect to or resulting from the Special Reimbursement, equals the net amount of the Basic Excise Tax. The Special Reimbursement shall be paid as soon as possible after it is determined by the Company or the Executive and reviewed for accuracy by the Company’s certified public accountants, but in all events no later than the last day of the calendar year after the calendar year in which the applicable Basic Excise Tax is paid.
Certain Other Payments. Each Lessee shall cause all Disposition Proceeds, Repurchase Payments, Guaranteed Payments and Incentive Payments payable in respect of Acquired Vehicles leased by it under this Operating Lease, to be paid directly to the Master Collateral Agent for the benefit of the Trustee. The Servicer and the Lessees each agree that in the event that the Servicer or a Lessee shall receive directly any such payment, including cash, securities, obligations or other property, the Servicer or such Lessee, as the case may be, shall accept the same as the Master Collateral Agent’s agent and shall hold the same in trust on behalf of and for the benefit of the Master Collateral Agent, and shall deposit the same, within two (2) Business Days after receipt thereof, into the Master Collateral Account in the same form received, with the endorsement of the Servicer or such Lessee, as the case may be, when necessary or appropriate. For purposes of the payment of Rent and other payments for any Related Month as described above in this Annex, such Rent and other payments will net out the amount of Incentive Payments received by the Master Collateral Agent into the Master Collateral Account during such Related Month, but only to the extent that the aggregate amount of Disposition Proceeds, Repurchase Payments, Guaranteed Payments and Incentive Payments received during such Related Month on Acquired Vehicles disposed of under a Vehicle Disposition Program, as applicable, from the sale or other disposition of such Acquired Vehicle is at least equal to the aggregate Net Book Values of such Acquired Vehicles calculated as of the applicable Vehicle Lease Expiration Date.
Certain Other Payments. 6.6.1. In the event that (i) the Executive becomes entitled to any other payments or benefits from the Company in connection with a Change in Control (collectively, the “Total Payments”) which constitute an “excess parachute payment” as defined in Section 280G(b) of the Code, and (ii) the Executive would be subject to an excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then the Executive may submit all or any portion of the Total Payments to a shareholder vote for purposes of satisfying Section 280G(b)(5) of the Code (a “Shareholder Vote”).
Certain Other Payments. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with AAI and the Corporation or any of their Affiliates (all such payments and benefits being hereinafter called the “Total Payments”) would subject the Executive to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor section thereto (the “Excise Tax”), and if, and only if, such Total Payments less the Excise Tax is less than the maximum amount of the Total Payments which could be payable to the Executive without the imposition of the Excise Tax, then and only then, and only to the extent necessary to eliminate the imposition of the Excise Tax (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in any such other plan, arrangement or agreement), (A) any cash payments hereunder shall first be reduced (if necessary, to zero), and (B) all other non-cash payments hereunder shall next be reduced. For purposes of this limitation (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date of Termination shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected by AAI’s independent auditors and reasonably acceptable to the Executive does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A) of the Code, (iii) all payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions under Code Section 280G, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by AAI’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
Certain Other Payments. Each Lessee shall cause all Disposition Proceeds, Repurchase Payments, Guaranteed Payments and Incentive Payments payable in respect of Acquired Vehicles leased by it under this Operating Lease, to be paid directly to the Master Collateral Agent for the benefit of the Trustee. The Servicer and the Lessees each agree that in the event that the Servicer or a Lessee shall receive directly any such payment, including cash, securities, obligations or other property, the Servicer or such Lessee, as the case may be, shall accept the same as the Master Collateral Agent's agent and shall hold the same in trust on behalf of and for the benefit of the Master Collateral Agent, and shall deposit the same, within two (2) Business Days after receipt thereof, into the Master Collateral Account in the same form received, with the endorsement of the Servicer or such Lessee, as the case may be, when necessary or appropriate.
Certain Other Payments. Subject to ARTICLE IV, nothing contained in Section 3.02 or otherwise under this Agreement shall limit Executive’s right to receive a payout of Executive’s accrued but unused vacation and/or paid time off and any other payments required to be made to or on behalf of Executive by law, as of the date of Executive’s termination of employment.
Certain Other Payments. After giving credit for all prepayments on account thereof pursuant to CLAUSE (E) below, each Group IV Lessee shall direct all Repurchase Prices and Disposition Proceeds payable in respect of Group IV Acquired Vehicles to be deposited directly to the Master Collateral Account for the benefit of the Trustee. The Servicer and each Group IV Lessee agree that in the event that the Servicer or any such Group IV Lessee shall receive directly any such payment, including cash, securities, obligations or other property, the Servicer or Group IV Lessee, as the case may be, shall accept the same as the agent of the Master Collateral Agent and shall hold the same in trust on behalf of and for the benefit of the Master Collateral Agent, and shall deposit the same, by the date required for such deposit in Section 24.10 of the Base Lease, into the Master Collateral Account in the same form received, with the endorsement of the Servicer or Group IV Lessee, as the case may be, when necessary or appropriate.
Certain Other Payments. 6.8.1. If the Executive is liable for the payment of any excise tax (the "Basic Excise Tax") pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise (the "Payments"), the Company shall pay the Executive an amount (the "Special Reimbursement") which, after payment to the Executive (or on the Executive's behalf) of any federal, state and local taxes, including, without limitation, any further excise tax under said Section 4999, with respect to or resulting from the Special Reimbursement, equals the net amount of the Basic Excise Tax.
Certain Other Payments. After giving credit for all prepayments on account thereof pursuant to (e) below, each Lessee shall direct all Repurchase Prices and Disposition Proceeds payable in respect of Acquired Vehicles to be deposited directly to the Master Collateral Account for the benefit of the Trustee. The Servicer and each Lessee agree that in the event that the Servicer or any such Lessee shall receive directly any such payment, including cash, securities, obligations or other property, the Servicer or Lessee, as the case may be, shall accept the same as the agent of the Master Collateral Agent and shall hold the same in trust on behalf of and for the benefit of the Master Collateral Agent, and shall deposit the same, by the date required for such deposit in Section 24.10 of the Base Lease, into the Master Collateral Account in the same form received, with the endorsement of the Servicer or Lessee, as the case may be, when necessary or appropriate.
