Common use of Tax and Financial Implications of Agreement Clause in Contracts

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.

Appears in 2 contracts

Samples: Severance and Release Agreement, Severance and Release Agreement (Energy Future Intermediate Holding CO LLC)

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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 This Section 6.1.a., this Section . (including representations and agreements contained herein) does not apply to the treatment of any Excise Taxes and any gross-ups related thereto covered under Exhibit IV of thereto, which will be handled pursuant to Section 2.1.a.(iv) above and the Employment Agreement which shall govern the parties obligations with respect to any such payments, expenses or penaltiesAdditional Payment Agreement.

Appears in 1 contract

Samples: Severance and Release Agreement (Energy Future Holdings Corp /TX/)

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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 Article 2 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 tax or related 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.a6.1a., this Section does not apply to the treatment of any Excise Taxes and any gross-gross ups related thereto covered under Exhibit IV of the by Employment Agreement Agreement, which shall govern the parties parties’ obligations with respect to any such payments, expenses or penalties.

Appears in 1 contract

Samples: Severance and Release Agreement (Energy Future Holdings Corp /TX/)

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