Hold Harmless Payment Sample Clauses
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Hold Harmless Payment. In the event that the Internal Revenue Service determines at any time prior to the Award Date or the Loan Forgiveness Date, that the Cash Payment or the Loan should be taken into account as taxable income by the Executive at the time the Cash Payment was made or the Loan was entered into, any resulting tax, including any resulting state and local taxes (collectively "Associated Taxes"), and any related interest and penalties, will be either paid by the Company directly to the IRS or to the Executive, at his election, when due. In addition, the Company shall make additional payments to the Executive to hold him harmless from: (i) any tax liabilities attributable to its payment of such related interest and penalties, and (ii) any imputed income associated with the interest-free component of the Executive's repayment obligation (the "Hold Harmless Payments"). Should the Company wish to contest with the IRS the accelerated inclusion of such income or any issue related to penalties, interest or the Hold Harmless Payments, then the Executive shall reasonably cooperate with the Company as to such contest, and at the time that they are then due, the Company shall pay to the IRS (or at his election to the Executive) the Associated Taxes, and any related interest and penalties, and to the Executive, the Hold Harmless Payments. Any such Associated Taxes shall be repaid by the Executive to the Company (without interest) if and when the Cash Payment and the Loan are otherwise repayable by the Executive.
Hold Harmless Payment. Consumers Energy Company (“CECo”) will save, in electronic form or otherwise, all integrated hourly data in its possession that is necessary to calculate and support the amount and cost of owned, controlled and purchased Resources (defined below) used or available to serve its load and to make sales to other parties (collectively “Cost Data”) for each day that CECo believes a Hold Harmless Payment is due hereunder. The numbered steps of the following procedure describe how the Hold Harmless Payment will be determined from the Cost Data. To perform this determination, Consumers’ Actual Dispatch (defined below) of Resources will be compared to a hypothetical dispatch of Resources that would have occurred had the MC-Facility been forced dispatched in accordance with the Option 2 Dispatch (“Hypothetical System Dispatch”) instead of the MC-Facility’s COP. Except for the capitalized terms defined herein, all other capitalized terms are as defined in the RCA or PPA.