NO EXCISE TAX Sample Clauses
The NO EXCISE TAX clause establishes that any excise taxes imposed on a transaction or agreement will not be the responsibility of one of the parties, typically the seller or service provider. In practice, this means that if a government levies an excise tax related to the goods or services provided, the designated party is not required to pay or reimburse such taxes, and the other party must bear the cost. This clause's core function is to allocate the risk and financial burden of excise taxes, ensuring that there is no ambiguity about which party is responsible for these specific tax liabilities.
NO EXCISE TAX. Anything in this Agreement to the contrary notwithstanding, Executive and Employer agree that in no event shall the present value of all payments, distributions and benefits provided (including, without limitation, the acceleration of exercisability of any stock option) to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable) pursuant to the terms of this Agreement or otherwise which constitute a “parachute payment” when aggregated with other payments, distributions, and benefits which constitute “parachute payments,” exceed two hundred ninety-nine percent (299%) of Executive’s “base amount.” As used herein, “parachute payment” has the meaning ascribed to it in Section 280G(b)(2) of the Code, without regard to Code Section 280G(b)(2)(A)(ii); and “base amount” has the meaning ascribed to it in Code Section 280G and the regulations thereunder as modified by EESA and Treasury guidance under Section 111 of EESA such that references to “change in ownership or control” are treated as references to an “applicable severance from employment.” If the “present value”, as defined in Code Sections 280G(d)(4) and 1274(b)(2), of such aggregate “parachute payments” exceeds the 299% limitation set forth herein, such payments, distributions and benefits shall be reduced by Employer in accordance with the order of priority set forth below so that such reduced amount will result in no portion of the payments, distributions and benefits being subject to Excise Tax. All calculations required to be made under this Section 3.16 shall be made by any nationally recognized accounting firm which is BB&T’s outside auditor immediately prior to the event triggering the payment(s), distribution(s) and benefit(s) described above (the “Accounting Firm”). BB&T shall cause the Accounting Firm to provide detailed supporting calculations to BB&T and Executive. All fees and expenses of the Accounting Firm shall be borne solely by BB&T. Such payments, distributions and benefits will be reduced by Employer in accordance with the following order of priority: (i) first, “Full Credit Payments” (as defined below) will be reduced in reverse chronological order such that the payment owed on the latest date following the occurrence of the event triggering the reduction will be the first payment to be reduced until such payment is reduced to zero, and then the payment owed on the next latest date following occurrence of the event triggering the reduction will be t...
NO EXCISE TAX. Anything in this Agreement to the contrary notwithstanding, Executive and Employer agree that in no event shall the present value of all payments, distributions and benefits provided (including, without limitation, the acceleration of exercisability of any stock option) to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable) pursuant to the terms of this Agreement or otherwise which constitute a “parachute payment” when aggregated with other payments, distributions, and
NO EXCISE TAX. Anything in this Agreement to the contrary notwithstanding, Executive and Employer agree that in no event shall the present value of all payments, distributions and benefits provided (including, without limitation, the acceleration of exercisability of any stock option) to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable) pursuant to the terms of this Agreement or otherwise which constitute a “parachute payment” when aggregated with other payments, distributions, and benefits which constitute “parachute payments,” exceed two hundred ninety-nine percent (299%) of Executive’s “base amount.” As used herein, “parachute payment” has the meaning ascribed to it in Section 280G(b)(2) of the Code, without regard to Code Section 280G(b)(2)(A)(ii); and “base amount” has the meaning ascribed to it in Code Section 280G and the regulations thereunder as modified by the Emergency Economic Stabilization Act of 2008 (“EESA”) and Treasury guidance under Section 111 of EESA such that references to “change in ownership or control” are treated as references to an “applicable severance from employment.” If the “present value”, as defined in Code Sections 280G(d)(4) and 1274(b)(2), of such aggregate “parachute payments” exceeds the 299% limitation set forth herein, such payments, distributions and benefits shall be reduced by Employer in accordance with the order of priority set forth below so that such reduced amount will result in no portion of the payments, distributions and benefits being subject to Excise Tax. All calculations ▇▇▇▇▇▇▇▇▇▇ 7.15.1 22
NO EXCISE TAX. Anything in this Agreement to the contrary notwithstanding, Executive and Employer agree that in no event shall the present value of all payments, distributions and benefits provided (including, without limitation, the acceleration of exercisability of any stock option) to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable) pursuant to the terms of this Agreement or otherwise which constitute a “parachute payment” when aggregated with other payments, distributions, and benefits which constitute “parachute payments,” exceed two hundred ninety-nine percent (299%) of Executive’s “base amount.” As used herein, “parachute payment” has the meaning ascribed to it in Section 280G(b)(2) of the Code, without regard to Code Section 280G(b)(2)(A)(ii); and “base amount” has the meaning ascribed to it in Code Section 280G and the regulations thereunder as modified by the Emergency Economic Stabilization Act of 2008 (“EESA”) and
NO EXCISE TAX. If the Executive is to receive any payment or benefit from the Company pursuant to the Section 9 which would subject any of the payments or benefits to the Executive to the excise tax imposed by Section 4999 (or any successor section) of the Internal Revenue Code of 1986, as amended (the "Code"), the amount payable shall be reduced by the least amount necessary to avoid such tax. The Company shall have no obligation hereunder to make any payment or provide any benefit to Executive after the payment of the a required severance payment which would subject any of such payments or benefits to the excise tax imposed by Section 4999 of the Code.