Tax Issues Sample Clauses

Tax Issues. To the extent taxable to Employee, Employee will be responsible for accounting for and payments of taxes on the benefits provided to Employee, and Employee will keep such records regarding uses of these benefits as the Company reasonably requires and will furnish the Company all such information as may be reasonably requested by it with respect to such benefits.

Tax Issues. The parties agree that the payments and benefits provided under this Agreement, and all other contracts, arrangements or programs that apply to him/her, shall be subject to Section 16 of the Employment Agreement.

Tax Issues. Warrantholder acknowledges that Company has given Warrantholder no tax advice regarding the Warrant.

Tax Issues. The issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the holder of this Warrant or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the holder of this Warrant.

Tax Issues. To the extent that the payment provided for herein results in compensation income to you for federal or state income tax purposes, you shall pay to Encore or Employing Entity at the time of such event such amount of money as Encore or Employing Entity may require to meet its withholding obligation under applicable tax laws or regulations, if any, and, if you fail to do so, Encore or Employing Entity is authorized to withhold from any cash remuneration then or thereafter payable to you, any tax required to be withheld by reason of such resulting compensation income.

Tax Issues. As set forth in Section 13(g) of the Employment Agreement, this Personal Statement of Termination Benefits is intended to comply with the requirements of Section 409A of the Internal Revenue Code (“Section 409A”) and regulations promulgated thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments under this Agreement shall not be subject to an excise tax under Section 409A. Notwithstanding anything contained in the Agreement to the contrary, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees”, any payment on account of your separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until no later than the first full pay period following the first business day of the seventh month following your separation from service. In addition, notwithstanding anything contained herein to the contrary, you shall not be considered to have terminated employment with the Company for purposes of causing any amount due under this Agreement to be made unless you would be considered to have incurred a “termination of employment” from the Company and its affiliates within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). Finally, for purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. All amounts provided above will be subject to applicable taxes, deductions and withholding.

Tax Issues. To the extent that any amount of pay or benefits provided to Employee under this Agreement would cause Employee to be subject to an excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and after taking into consideration all other amounts payable to Employee under other plans, programs, policies, and arrangements, then the amount of pay and benefits provided under this Agreement and all other plans, programs, policies and arrangements shall be reduced to the extent necessary to avoid imposition of any such excise tax. Payments and benefits under this Agreement shall be reduced first. Payments and benefits shall be reduced in the following order of priority (i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining payments.

Tax Issues. If the payments and benefits pursuant to Section 10 hereof, either alone or together with other payments and benefits which Executive has the right to receive from the Corporation, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Corporation pursuant to this Section 10 shall be reduced, in the manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Corporation under this Section 10 being non-deductible to the Corporation pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to this Section 10(c) shall be based upon the opinion of the Corporation’s independent public accountants and the fee for such calculation shall be borne by the Corporation. Such accountants shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination, and may use such actuaries such as accountants deemed necessary or advisable for the purpose. Nothing contained herein shall result in a reduction of any payments or benefits to which Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 10.

Tax Issues. (a) THE ISSUANCE OF THE EXECUTIVE PREFERRED UNITS TO BEAR EQUITY FOR THE BENEFIT OF THE EXECUTIVE PURSUANT TO THIS AGREEMENT INVOLVES COMPLEX AND SUBSTANTIAL TAX CONSIDERATIONS, INCLUDING, WITHOUT LIMITATION, CONSIDERATION OF THE ADVISABILITY OF THE EXECUTIVE AND/OR BEAR EQUITY MAKING AN ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE. THE EXECUTIVE HAS CONSULTED EXECUTIVE’S OWN TAX ADVISOR WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE EXECUTIVE OR BEAR EQUITY REGARDING THE TAX CONSEQUENCES RELATED TO THE EXECUTIVE PREFERRED UNITS AND/OR ISSUANCE THEREOF AND/OR THIS AGREEMENT. (b) Executive and/or Bear Equity shall be responsible for payment of any and all tax liabilities of Executive and/or Bear Equity as a result of the issuance and receipt of the Executive Preferred Units. If the Executive elects, in accordance with Section 83(b) of the Code, to recognize ordinary income in the year of acquisition of the Executive Preferred Units, the Company may require at the time of such election an additional payment for withholding tax purposes based on the difference, if any, between the purchase price for such Executive Preferred Units and the fair market value of such Executive Preferred Units as of the date of the acquisition of such Executive Preferred Units by Bear Equity. (c) Notwithstanding any other terms and conditions contained in this Section 6, in the event that it shall be determined that the aggregate payments or distributions by the Company 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, but determined without regard to any additional payments required under this section (the “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision, and the regulations promulgated thereunder) that are subject to the excise tax imposed by Section 4999 of the Code or any successor provision, or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) from the Company in an amount such that after payment by the Executive of all tax...