Gross Up of Termination Payments Sample Clauses

Gross Up of Termination Payments. In the event that the Executive becomes entitled to the Termination Payments, if any of such payments are or become subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, or any successor statute, rule or regulation of similar effect (the "Code"), the Company shall pay the Executive within 30 days of the Termination Date an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Termination Payments and the sum of any federal, state and local income tax and Excise Tax upon the payment provided by this Section, shall be equal to the Termination Payments. For the purposes of determining whether any of the Termination Payments will be subject to the Excise Tax and the amount of such Excise Tax, the following shall apply:
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Gross Up of Termination Payments. It is the intention of the parties that (i) the net amount of all Termination Payments provided under Section 5.1.2 retained by the Executive after deduction for and payment of all applicable federal, state and local taxes (the "Withholding Taxes") payable by or on behalf of the Executive shall be equal to the gross amount of the Termination Payments without regard to any such deductions or payments (the "Net Termination Payments") and (ii) the net amount of all other payments or benefits received or to be received by the Executive from the Company or one of its benefit plans as a direct or indirect result of or in connection with a Change in Control or in connection with Termination within one year of a change in Control, from whatever source other than a Termination Payment (the "Other Payments"), that are or become subject to the tax (the"Excise Tax") imposed by Section 4999 of the Internal Revenue code of 1986 or any successor statute, rule or regulation of similar effect (the "Code"), shall be equal to the gross amount of the Other Payments without regard to deduction or payment or any such Excise Tax. Accordingly, the Termination Payments otherwise payable hereunder shall be increased by an amount of cash (the "Withholding Gross-Up Payment") equal to all Withholding Taxes payable by or on behalf of the Executive in respect of the Termination Payments, including any Withholding Taxes as may be due in respect of such additional amounts to be paid pursuant to this sentence as will result in the Executive actually retaining an amount equal to the Net Termination Payments. In addition, if the sum of the Termination Payments, the Withholding Gross Up Payment and the Other Payments (the "Total Payments") are or become subject to the Excise Tax, the Company shall pay the Executive within 30 days of the Termination Date an additional cash amount (the "Excise Gross-Up Payment") such that the net amount actually retained by the Executive, after deduction for or payment of any Excise Tax on the Total
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Gross Up of Termination Payments. The parties intend that (i) the net amount retained by Mr. Ghomeshi (The "Net Termination Payment") upon the receipt of the xxxxxx xx xxntrol termination payment, after reduction for and payment of all applicable federal, state and local income and employment taxes (the "Withholding Taxes") or the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986 or any successor statute, rule or regulation of similar effect (the "Code"), including interest and penalties, and payable by or on behalf of Mr. Ghomeshi shall be an amount equal to three times his average annuxx xxxxxxxxxion (as defined in 6.2(c). This Section shall apply to any Termination Payment or other compensation payment directly to Mr. Ghomeshi or his estate. Accordingly, the Termination Payment shalx xxxxxxx xx amount (the "Gross-Up Payment") sufficient that, after all Withholding Taxes and Excise Tax payable by or on behalf of Mr. Ghomeshi in respect of the Termination Payment and any other paymxxxx xxxxxxxt to the provisions of this Section (including the cumulative effect of the Gross-Up Payment on Withholding Taxes and Excise Tax), Mr. Ghomeshi will actually retain an amount equal to the Net Terminatxxx Xxxxxxx and will actually receive the value, without diminution for Withholding Taxes or Excise Tax.
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Gross Up of Termination Payments. It is the intention of the parties that (i) the net amount of all Termination Payments provided under Section 5.1.2 retained by the Executive after deduction for and payment of all applicable federal, state and local taxes (the "Withholding Taxes") payable by or on behalf of the Executive shall be equal to the gross amount of the Termination Payments without regard to any such deductions or payments (the "Net Termination Payments") and (ii) the net amount of all other payments or benefits received or to be received by the Executive from the Company or one of its benefit plans as a direct or indirect result of or in connection with a Change in Control or in connection with Termination within one year of a change in Control, from whatever source other than a Termination Payment (the "Other Payments"), that are or become subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue code of 1986 or any successor statute, rule or regulation of similar effect (the "Code"), shall be equal to the gross amount of the Other Payments without regard to deduction or payment or any such Excise Tax. Accordingly, the Termination Payments otherwise payable hereunder shall be increased by an amount of cash (the "Withholding Gross-Up Payment") equal to all Withholding Taxes payable by or on behalf of the Executive in respect of the Termination Payments, including any
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Gross Up of Termination Payments. If any amount of compensation payable by the Authority (whether payable as a lump sum or instalments) under Clause 33.10 is subject to Tax payable to a Relevant Authority in the United Kingdom, the Authority shall pay to the Contractor an additional amount as will put the Contractor in the same after Tax position as it would have been in had the payment not been subject to Tax taking account of any relief, allowances deduction, setting off or credit in respect of Tax (whether available by choice or not) which may be available to the Contractor to reduce the Tax to which the payment is subject.
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Gross Up of Termination Payments. To the extent that the Authority Termination Sum or the Extended Force Majeure Termination Sum is subject to Taxes, then the Authority shall pay to Developer such additional amount as will put Developer, Borrower or their respective Equity Members (as relevant) in the same after Taxes position in which they would have been had the payment not been subject to Taxes, taking account of any relief, allowances deduction, setting off or credit (computed on a present value basis for any future amounts) in respect of Taxes (whether available by choice or not) which may be available to Developer, Borrower or their respective Equity Members (as relevant) to reduce the Taxes to which the payment is subject.
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Gross Up of Termination Payments. If any amount of compensation payable by the Authority under Part 2 (Compensation following Authority Default or Authority Voluntary Termination), Part 4 (Compensation following Corrupt Gifts and Fraud), Part 5 (Compensation on Termination for Force Majeure and Uninsurability), and Part 6 (Compensation following Breach of the Refinancing Provisions) is subject to Tax payable to a Relevant Authority in the United Kingdom, then the Authority shall pay to the Contractor such additional amount as will put the Contractor in the same after Tax position as it would have been in had the payment not been subject to Tax taking account of any relief, allowances deduction, setting off or credit in respect of Tax (whether available by choice or not) which may be available to the Contractor to reduce the Tax to which the payment is subject.
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Gross Up of Termination Payments. If any amount of compensation payable by the Authority under clauses 38 (Compensation on Termination for Force Majeure), 36 (Compensation on Termination for Corrupt Gifts, Fraud and Refinancing Breaches) and clause 35 (Compensation for Termination on Authority Default) is subject to tax payable to the Contractor such additional amount as will put the Contractor in the same after tax position as it would have been in had the payment not been subject to tax taking account of any relief, allowances Deduction, setting off or credit in respect of tax (whether available by choice or not) which may be available to the Contractor to reduce the tax to which the payment is subject.
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Gross Up of Termination Payments. If any amount of compensation payable by the Authority under clauses 42 (Compensation on Termination for Force Majeure), 44 (Compensation on Termination for Authority Default/Voluntary Termination) and 45 (Compensation on Corrupt Gifts, Fraud and Refinancing Breaches) is subject to Tax payable to a Relevant Authority in the United Kingdom, then the Authority shall pay to the Contractor such additional amount as will put the Contractor in the same after Tax position as it would have been in had the payment not been subject to Tax taking account of any relief, allowances deduction, setting off or credit in respect of Tax (whether available by choice or not) which may be available to the Contractor to reduce the Tax to which the payment is subject.
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Related to Gross Up of Termination Payments

  • Termination Payments In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Expenses of Termination The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer), the Trustee and the Depositor for all reasonable expenses incurred by the Master Servicer (or such designee), the Trustee or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer, the Trustee or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

  • Termination Benefits (a) If Executive’s employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within two (2) years of a Change in Control, Executive shall receive:

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • Separation Payments Following Executive’s separation from service with Company on or after his Vesting Date (as defined in Section 7), Company shall pay to Executive the sum of THIRTY-FOUR THOUSAND TWO HUNDRED SEVEN and 04/100 Dollars ($34,207.04) per month, beginning six months and one week after Executive’s date of separation for a period of ten (10) years, or until Executive’s death, whichever first occurs (the “Separation Payments”). Such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law. If Executive should die during the ten-year period during which payments are being made under this Paragraph 3, then those payments shall terminate and future payments, if any, shall be made to Executive’s designated beneficiary(ies) or Executive’s estate in accordance with the provisions of Paragraph 4 of this Agreement.

  • Gross-Up Payments If all or any portion of any payment or benefit that the Employee is entitled to receive from the Company pursuant to this Agreement (a "Payment") constitutes an "excess parachute payment" within the meaning of Section 280G of the Code, and as such is subject to the excise tax imposed by Section 4999 of the Code or to any similar Federal, state or local tax or assessment (the "Excise Tax"), the Company or its successors or assigns shall pay to the Employee an additional amount (the "Gross-Up Payment") with respect to such Payment. The amount of the Gross-Up Payment shall be sufficient that, after paying (a) any Excise Tax on the Payment, (b) any Federal, state or local income or employment taxes and Excise Tax on the Gross-Up Payment, and (c) any interest and penalties imposed in respect of the Excise Tax, the Employee shall retain an amount equal to the full amount of the Payment. For the purpose of determining the amount of any Gross-Up Payment, the Employee shall be deemed to pay Federal income taxes at the highest marginal rate applicable in the calendar year in which the Gross-Up Payment is made, and state and local income taxes at the highest marginal rate applicable in the state and locality where the Employee resides on the date the Gross-Up Payment is made, net of the maximum reduction in Federal income taxes that could be obtained from deducting such state and local taxes. The Gross-Up Payment with respect to any Payment shall be paid to the Employee within ten (10) days after the Internal Revenue Service or any other taxing authority issues a notice stating that an Excise Tax is due with respect to the Payment, unless the Company undertakes to challenge the taxing authority on the applicability of such Excise Tax and indemnifies the Employee for (a) any amounts ultimately determined to be payable, including the Excise Tax and any related interest and penalties, (b) all expenses (including attorneys' and experts' fees) reasonably incurred by the Employee in connection with such challenge, as such expenses are incurred, and (c) all amounts that the Employee is required to pay to the taxing authorities during the pendency of such challenge (such amounts to be repaid by the Employee to the Company if they are ultimately refunded to the Employee by the taxing authority).

  • Termination Pay Effective upon the termination of this Agreement, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 6.5, and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. For purposes of this Section 6.5, the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.

  • Entire Termination Payment The compensation provided for in this Article IV for early termination of this Agreement and termination pursuant to this Article IV shall constitute Executive's sole remedy for such termination. Executive shall not be entitled to any other termination or severance payment which may be payable to Executive under any other agreement between Executive and Ceridian.

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