Tax and Financial Implications of Agreement Sample Clauses

Tax and Financial Implications of Agreement. Executive represents and agrees that he is not relying on the judgment or advice of the Company, any of the Released Parties, or their counsel, either directly or indirectly, with regard to the taxability of any amount paid pursuant to the terms of the Agreement. Executive further acknowledges and agrees that it is his responsibility to determine the tax consequences of such amounts. In the event that any of the Released Parties is required under law to pay taxes (income, social security, or other) or related interest or penalties on any part of the severance payments described in Section 2.1 as a result of Executive’s failure to do so or as a result of Executive’s treatment of those severance payments as non-taxable, Executive shall immediately reimburse the Released Parties the full amount of such payments. Otherwise, Executive shall be responsible for reasonable expenses, including legal fees, incurred by any of the Released Parties in obtaining compliance with or enforcement of the terms of this Paragraph, as well as for the full amount of reimbursement payments. With the exception of the first sentence in this Section 6.1.a., this Section does not apply to the treatment of any Excise Taxes and any gross-ups related thereto covered under Exhibit IV of the Employment Agreement which shall govern the parties obligations with respect to any such payments, expenses or penalties.
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Tax and Financial Implications of Agreement. In the event that any of the Released Parties is required under law to pay taxes (income, social security or other) or related interest or penalties on any part of the amounts paid hereunder as a result of Executive’s failure to do so or as a result of Executive’s treatment of the payments amount as non-taxable, Executive shall immediately reimburse the Released Parties the full amount of such payments. Otherwise, Executive shall be responsible for reasonable expenses, including legal fees, incurred by any of the Released Parties in obtaining compliance with or enforcement of the terms of this Paragraph, as well as for the full amount of reimbursement payments.
Sample 1
Tax and Financial Implications of Agreement. Employee acknowledges and agrees that none of the Released Parties has given Employee any financial planning, tax or similar advice with regard to the Agreement. Employee further acknowledges that the financial, tax and similar effects of Employee’s decisions relating to the Agreement will depend on Employee’s particular circumstances, that Employee should obtain advice from Employee’s own financial or tax adviser, and that none of the Released Parties are responsible for, or obligated in any way with respect to, the financial, tax or any other consequences of Employee’s decision to accept the benefits offered under the Agreement. EXHIBIT 2, SCHEDULE 1 MASTER AGREEMENT Severability and Modification. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this Agreement and the other terms, provisions, covenants and restrictions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated. No modification of this Agreement shall be binding on any of the parties unless it has been mutually agreed to by the parties, in a writing signed by both parties and identified as an amendment to this Agreement.
Sample 1

Related to Tax and Financial Implications of Agreement

  • No Violations of Agreements Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

  • Survival of Agreement; Severability (a) All covenants, agreements representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan Document shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank regardless of any investigation made by any of them or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been terminated.

  • Survival of Agreements Except as otherwise contemplated by this Agreement, all covenants and agreements of the parties contained in this Agreement shall survive the Distribution Date.

  • Structure of Agreement The Trust is entering into this Agreement solely on behalf of the Fund. Without limiting the generality of the foregoing: (a) no breach of any term of this Agreement shall create a right or obligation with respect to any series of the Trust other than the Fund; (b) under no circumstances shall the Advisor have the right to set off claims relating to the Fund by applying property of any other series of the Trust; and (c) the business and contractual relationships created by this Agreement, consideration for entering into this Agreement, and the consequences of such relationship and consideration relate solely to the Trust and the Fund.

  • Survival of Agreements; Cumulative Nature All of Restricted Persons' various representations, warranties, covenants and agreements in the Loan Documents shall survive the execution and delivery of this Agreement and the other Loan Documents and the performance hereof and thereof, including the making or granting of the Loans and the delivery of the Notes and the other Loan Documents, and shall further survive until all of the Obligations are paid in full to each Lender Party and all of Lender Parties' obligations to Borrower are terminated. All statements and agreements contained in any certificate or other instrument delivered by any Restricted Person to any Lender Party under any Loan Document shall be deemed representations and warranties by Borrower or agreements and covenants of Borrower under this Agreement. The representations, warranties, indemnities, and covenants made by Restricted Persons in the Loan Documents, and the rights, powers, and privileges granted to Lender Parties in the Loan Documents, are cumulative, and, except for expressly specified waivers and consents, no Loan Document shall be construed in the context of another to diminish, nullify, or otherwise reduce the benefit to any Lender Party of any such representation, warranty, indemnity, covenant, right, power or privilege. In particular and without limitation, no exception set out in this Agreement to any representation, warranty, indemnity, or covenant herein contained shall apply to any similar representation, warranty, indemnity, or covenant contained in any other Loan Document, and each such similar representation, warranty, indemnity, or covenant shall be subject only to those exceptions which are expressly made applicable to it by the terms of the various Loan Documents.

  • Survival of Agreement All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

  • Provisions of General Application (a) All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

  • Other Provisions of General Application Section 7.1 Notices to the Rights Agent, Parent and the Stockholders’ Representative. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by electronic mail (except with respect to the Rights Agent), by facsimile transmission only with respect to the Rights Agent or overnight courier, provided that with respect to notices deliverable to the Stockholders’ Representative, such notices shall be delivered solely via electronic mail or facsimile: If to Parent or the Company: Eros International Plc First Names House Victoria Road Xxxxxxx Isle of Man IM2 4DF British Isles Attention: Xxxx Xxxxxxx, Chief Corporate and Strategy Officer Email: xxxx.xxxxxxx@xxxxxxxx.xxx with a copy (which shall not constitute notice) to: Xxxxxx, Xxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000 Attention: Xxxxx Xxxxxx Xxxxx Xxxxxx Email: xxxxxxx@xxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxx.xxx If to the Rights Agent: Computershare Trust Company, N.A., Computershare Inc. 000 Xxxxxx Xxxxxx Canton, MA 02021 Attention: Client Services Facsimile: (000) 000-0000 If to the Stockholders’ Representative: Fortis Advisors LLC Attention: Notices Department (Project World Cup) Email: xxxxxxx@xxxxxxxxx.xxx Facsimile: (000) 000-0000 with a copy (which shall not constitute notice) to: Xxxxxxxx & Xxxxx LLP 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx X. Xxxxxx, P.C. Email: xxxx.xxxxxx@xxxxxxxx.xxx or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party upon actual receipt, if delivered personally; three (3) business days after deposit in the mail, if sent by registered or certified mail; upon confirmation of successful transmission if sent by electronic mail; or on the next business day after deposit with an overnight courier, if sent by an overnight courier.

  • Nature of Agreement You understand and agree that this letter agreement is a severance agreement and does not constitute an admission of liability or wrongdoing on the part of the Company.

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