Special Tax Payment Sample Clauses

Special Tax Payment. You will be entitled to the special Gross-Up Payment set forth in Appendix I to this agreement, to the extent one or more payments or benefits you receive in connection with the Acquisition, whether received before or after the Closing Date, are deemed to constitute parachute payments under Section 280G of the Internal Revenue Code and you otherwise qualify for the Gross-Up Payment in accordance with the provisions of Appendix I. However, should your employment with your Symantec Employer terminate by reason of your voluntary resignation within the eighteen (18)-month period measured from the Closing Date under circumstances which do not qualify as a Resignation for Good Reason or by reason of a Termination without Cause, then you shall not be entitled to any Gross-Up Payment, and to the extent one or more Gross-Up Payments are made to you prior to the termination of your employment under such circumstances, you shall promptly repay those payments on your termination date.
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Special Tax Payment. GROSS UP PAYMENT The following provisions are hereby incorporated into, and are hereby made a part of, that certain Employment Agreement by and between Symantec Corporation (the “Company”) and [ ] (“Executive”) dated December 15, 2004 (the “Employment Agreement”), and such provisions shall be effective immediately. All capitalized terms in this Appendix, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Employment Agreement.
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Special Tax Payment. If any Seller pays any Tax (the “Seller Tax Payment”) which (i) is solely in respect of the taxable profit (the “Transition Period Profit”) of the Company accrued in the period commencing on the Balance Sheet Date and ending on the Closing Date to and only to extent that such profit has not and will not be distributed by the Company to any Seller and (ii) is required to be paid by the Tax Law solely due to the Company’s status as an S corporation within the meaning of Sections 1361 and 1362 of the Code prior to the Closing, Buyer agrees to, upon receipt of the evidence of payment reasonably satisfactory to Buyer, indemnify such Seller against the Seller Tax Payment in a form mutually agreed by Buyer and the Sellers’ Representative. Buyer and Sellers’ Representative agree that the parties will take reasonable best efforts to structure the Seller Tax Payment such that the Taxes on such Seller Tax Payment are minimized and Buyer agrees to indemnify Sellers, if applicable, from any Taxes paid by Sellers as required by the Tax Law solely as a result of Sellers’ receipt of the Seller Tax Payment from Buyer. If any Seller receives any Tax refund or Tax credit in respect of the Seller Tax Payment or the indemnification from Buyer in the foregoing sentence, such Seller shall pay to Buyer such Tax refund or cause such Tax credit to be transferred or otherwise used Buyer, as applicable, each in a form mutually agreed by Buyer and the Sellers’ Representative.
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Special Tax Payment. Solely with respect option shares granted pursuant to the Incentive Stock Option Agreement dated as of September 16, 2013 described in Section 4 above and that first become exercisable in 2014 and do not qualify as incentive stock options under the Code (the “Target Shares”), the Company will make a lump sum cash payment to Executive in the amount of the Excess Income Tax due from Executive upon the exercise and sale of such Target Shares; provided, that, the foregoing shall not apply in any circumstance where the remaining shares of Executive’s Incentive Stock Option Agreement do not qualify as incentive stock options at the time of the exercise of the Target Shares. For purposes of the Agreement, “Excess Income Tax” shall mean the differential between the ordinary income tax rate applicable to Executive under the Code and applicable state law and the capital gains tax rate applicable to Executive under the Code and applicable state law. NY:1796264.1
Sample 1
Special Tax Payment. Within seven days of the execution of this Agreement, the Company shall make a cash payment to the Executive of two hundred seventy nine thousand five hundred eighty two dollars and fifteen cents ($279,582.15) to mitigate certain tax consequences to the Executive in connection with Executive's relocation to New Jersey.
Sample 1
Special Tax Payment. The Buyer shall pay to the Seller, as additional Purchase Price, an amount equal to the excess of (a) .4432 times the taxable income of the Seller for the period beginning January 1, 2000 through the Closing Date (the "Pre-Closing Income"), over (b) the aggregate amount of dividends paid by the Seller during such period. For this purpose, the Pre-Closing Income of the Seller shall not include any gains, income, losses or deductions arising out of, or attributable to, the transactions contemplated by this Agreement. The Pre-Closing Income of the Seller, for this purpose, shall be calculated by the Seller's accountants in the course of preparing the Tax Returns for the Seller and such calculation shall be submitted to the Buyer for its review no later than fifteen (15) days before the Tax Returns for such period are filed. Any dispute regarding the calculation of the Pre-Closing Income of the Seller shall be resolved in accordance with the procedures set forth in Section 10.4(b)(ii). Any amount payable pursuant to this Section 11.5 shall be grossed-up to reflect any net Taxes due by the Founders (or PVM) with respect to such payment (taking into account, for this purpose, any Tax benefit realized by the Founders (or PVM) in the December 31, 2000 tax year by reason of the Pre-Closing Income) and shall be paid by the Buyer to the Seller as soon as practicable following the final determination of the Seller's Pre-Closing Income, but, in no event, later than August 15, 2001. -56- ARTICLE XII ----------- INDEMNIFICATION ---------------
Sample 1

Related to Special Tax Payment

  • Excise Tax Payment If, in connection with a Change in Control, the Internal Revenue Service asserts, or if the Executive or the Company is advised in writing by an established accounting firm, that any payment in the nature of compensation to, or for the benefit of, the Executive from the Company (or any successor in interest) constitutes an “excess parachute payment” under Section 280G of the Code, whether paid pursuant to this Agreement or any other agreement, and including property transfers pursuant to securities and other employee benefits that vest upon a Change in Control (collectively, the “Excess Parachute Payments”) the Company shall pay to the Executive, on demand, a cash sum equal to the amount of excise tax due under Section 4999 of the Code on the entire amount of the Excess Parachute Payments (excluding any payment pursuant to this Section VI(H)(3)) (the "Gross-up Amount"). The payment of the "Gross-up Amount" due to the Executive under this Section VI(H)(3) shall be paid as soon as reasonably possible following demand of payment by the Executive, but in no event later than December 31 of the year following the year (A) any tax is paid to the Internal Revenue Service regarding this Section VI(H)(3) or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section VI(H)(3) is completed or resolved.

  • Tax Payment In the event it shall be determined that any ----------- payment (other than the payment provided for in this Section 10(a)) or ----- distribution of any type to or for the benefit of the Executive, by the Company, any Affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company'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 "Total Payments"), is or will 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, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive a payment in an amount equal to the Excise Tax imposed upon the Total Payments; provided, however that the Total -------- ------- Payments shall be reduced (but not below zero) if and to the extent that a reduction in the Total Payments would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax) than if the Executive received the entire amount of such Total Payments and the amount equal to the Excise Tax. Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.

  • Excise Tax Payments (a) Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced (the "Code")), or distribution to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his or her employment with the Company (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, interest and penalties collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all such taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided, that the Executive shall not be entitled to receive any additional payment relating to any interest or penalties attributable to any action or omission by the Executive in bad faith.

  • Tax Payments Each Company shall be liable for and shall pay the Taxes allocated to it by this Section 2 either to the applicable Tax Authority or to the other Company in accordance with Section 4 and the other applicable provisions of this Agreement.

  • SPECIAL TAX ELECTION The acquisition of the Purchased Shares may result in adverse tax consequences which may be avoided or mitigated by filing an election under Code Section 83(b). Such election must be filed within thirty (30) days after the date of this Agreement. A description of the tax consequences applicable to the acquisition of the Purchased Shares and the form for making the Code Section 83(b) election are set forth in Exhibit II. OPTIONEE SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE PURCHASED SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(b) ELECTION. OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

  • Special Tax Treatment Capital gains treatment and 10-year forward income averaging authorized by IRC Sec. 402 do not apply to IRA distributions.

  • Value Added Tax (VAT) 37. You acknowledge that VAT may be payable on some of our services and that where VAT is payable that this is in addition to the amount we have agreed with you for the payment of our services. We will tell you when VAT is applicable and the amount of this VAT. Other charges and taxes

  • Special Taxing Districts SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 359 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 360 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 361 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 362 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 363 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 364 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 365 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING 366 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 367 RECORDER, OR THE COUNTY ASSESSOR. 368 A tax certificate from the respective county treasurer listing any special taxing districts that effect the Property (Tax Certificate) 369 must be delivered to Buyer on or before Record Title Deadline. If the Property is located within a special taxing district and such 370 inclusion is unsatisfactory to Buyer, in Xxxxx’s sole subjective discretion, Buyer may object, on or before Record Title Objection 371 Deadline. If the Tax Certificate shows that the Property is included in a special taxing district and is received by Buyer after the 372 Record Title Deadline, Xxxxx has until the earlier of Closing or ten days after receipt by Xxxxx to review and object to the Property’s 373 inclusion in a special taxing district as unsatisfactory to Buyer.

  • Annual Tax Information The Managers shall cause the Company to deliver to the Member all information necessary for the preparation of the Member’s federal income tax return.

  • Withholding Tax Indemnity To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 3.01 and Section 3.04 and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.13. The agreements in this Section 9.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, the term “Lender” for purposes of this Section 9.13 shall include each L/C Issuer and Swing Line Lender.

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