Determination of Payments. Provider shall determine the amount due to Participant, the amount of the fees due to others and the amount due to the Customer and shall provide that information to Bank.
Determination of Payments. Subject to the provisions of Section 10(c), all determinations required to be made under this Section 10, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by, such certified public accounting firm as may be designated by the Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days of the receipt of notice from the Employee that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 10, shall be paid by the Company to the Employee within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 10(c) and the Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment plus interest, penalties and federal and state income taxes thereon shall be promptly paid by the Company to or for the benefit of the Employee.
Determination of Payments. (a) Whenever it may be necessary for purposes of this Article IX to determine the amount of any Income Inclusion, or the amount of any tax savings resulting from an Income Inclusion, such determination shall be made on the assumption that the Federal, state and local income taxes of Owner Participant are payable at the highest marginal statutory tax rates in effect for corporate taxpayers for the respective years to which such Income Inclusion or tax savings relate (the "Effective Rate"). When determining the amount of any Loss suffered by Owner Participant, or the amount of any tax savings resulting from a Loss, such determination shall be made on the basis of the assumption that the Federal income taxes of Owner Participant are payable at the rate set forth in Section 9.01(d) (the "Assumed Rate") and on the assumption that in computing its Federal income tax liability, Owner Participant can currently fully utilize the tax benefits that are the subject of any Loss or that result from a Loss against taxes payable at the Assumed Rate. In calculating the amount payable with respect to an Income Inclusion, or the tax savings resulting therefrom, it shall be conclusively presumed that, for any taxable year of Owner Participant, Owner Participant suffers a corresponding Income Inclusion for state and local income tax purposes in any circumstance in which it suffers an Income Inclusion (and realizes corresponding state and local income tax benefits resulting from an Income Inclusion when such benefits are available for Federal income tax purposes)
Determination of Payments. 35 SECTION 9.10. Affiliated Group......................................... 36 SECTION 9.11. Recalculation............................................ 36 ARTICLE X - Lessee Agreements Relating to Facility........................ 37
Determination of Payments. If it is determined that any payment or distribution of any type to the Executive or for his benefit by Gen-Probe, any of its affiliates, any person who acquires ownership or effective control of Gen-Probe or ownership of a substantial portion of Gen-Probe’s assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable 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 or any interest or penalties with respect to such excise tax (such excise tax and any such interest or penalties are collectively referred to as the “Excise Tax”), and if the Safe Harbor Amount (as defined below) is greater than the Taxed Amount (as defined below), then such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” shall be the largest portion of the Payments that would result in no portion of the Payments being subject to the Excise Tax. The “Taxed Amount” is the total amount of the Payments (prior to any reduction above), notwithstanding that all of some portion of the Payments made be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax, all of which shall be computed at the highest applicable marginal rate. If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in a manner necessary to provide Executive with the greatest economic benefit. If more than one manner of reduction of the Payments necessary to arrive at the Safe Harbor Amount yields the greatest economic benefit to Executive, the components of the Payments shall be reduced pro rata.
Determination of Payments. Whenever it may be necessary ------------------------- for purposes of this Section 10 to determine whether Lessor has suffered a Loss, such determination shall be made on the assumptions that (i) the federal income taxes of Lessor are payable at a marginal effective rate of 35% (the "Assumed ------- Federal Rate") and the effective rate of state and local taxes are payable at a ------------ rate of 3.5% (the "Assumed State Rate"), the sum of the Assumed Federal Rate and ------------------ the Assumed State Rate is hereinafter referred to as the "Effective Rate," and -------------- (ii) in computing its Federal income tax liability, Lessor can currently fully utilize the tax benefits that are the subject of such Loss against taxes payable at the Effective Rate. For purposes of determining the amount of taxes payable by Lessor upon receipt of any payment required to be made by Lessee to Lessor under this Equipment Leasing Agreement, it shall be assumed that Federal, state, local and foreign taxes are payable by Lessor at the highest marginal statutory rates in effect for the relevant period.
Determination of Payments. 35 SECTION 9.10
Determination of Payments. 9 (f) Payments and Satisfaction of all Claims............................................................10 (g) Closing of Transfer Records........................................................................12
Determination of Payments. (i) On the Closing Date, DS&P shall capitalize Acquisition with $10,000,000 (the "Capital Contribution") and Xxxxxx shall obtain a revolving line of credit to be arranged by Xxxxxx satisfactory to DS&P and Acquisition in their sole discretion and a term loan to be arranged by Xxxxxx satisfactory to DS&P and Acquisition in their sole discretion, (the revolving line of credit and the term loan are referred to herein as the "New Debt Financing").
Determination of Payments. Energy Charges The Energy Charge is expressed in US cents per kWh, exclusive of VAT, and is shown below. Energy Charge (USc/kWh) = [●]
