Tax Protection. If SunTrust or SunTrust's independent accountants determine that any payments and benefits called for under this Agreement together with any other payments and benefits made available to Executive by SunTrust or a SunTrust Affiliate will result in Executive being subject to an excise tax under (S) 4999 of the Code or if such an excise tax is assessed against Executive as a result of any such payments and other benefits, SunTrust shall make a Gross Up Payment to or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (other than waiving Executive's right to any payments or benefits) as SunTrust reasonably requests under the circumstances to mitigate or challenge such tax. Any determination under this (S) 9 by SunTrust or SunTrust's independent accountants shall be made in accordance with (S) 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue Service rulings and any related case law and, if SunTrust reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive's right to any payment or benefit) and Executive complies with such request, SunTrust shall provide Executive with such information and such expert advice and assistance from SunTrust's independent accountants, lawyers and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest and other assessments.
Tax Protection. Anything to the contrary herein notwithstanding, if any payments provided for under this Agreement, together with any other payments or benefits that Executive has the right to receive from Broadwing (the “Payments”), would equal or exceed an amount equal to three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) (the “Safe Harbor Amount”) and would 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 or penalties, are hereinafter collectively referred to as the “Excise Tax”), Broadwing shall pay Executive an additional payment (a “Gross-up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed on any Gross-up Payment, Executive will retain an amount of the Gross-up Payment equal to the Excise Tax imposed upon the Payments. the Compensation Committee, or any officer delegated by the Compensation Committee shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. Executive shall notify Broadwing immediately in writing of any claim by the Internal Revenue Service which, if successful, would require Broadwing to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Compensation Committee or such designated officer) within five (5) days of the receipt of such claim. Broadwing shall notify Executive in writing at least five (5) days prior to the due date of any response required with respect to such claim if it plans to contest the claim. If Broadwing decides to contest such claim, then Executive shall cooperate fully with Broadwing in such action; provided, however, Broadwing shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of Broadwing’s action. If, as a result of Broadwing’s action with respect to a claim, Executive receives a refund of any amount paid by Broadwing with respect to such claim, then Executive shall promptly pay such refund to Broadwing. If Broadwing fails to timely notify Executi...
Tax Protection. 4.6.1 Legal expenses costs for an appointed representative following;
Tax Protection. DAS will pay legal expenses costs for an appointed representative following:
Tax Protection. During the Tax Protection Period, the Corporate Taxpayer shall, and shall cause Hostess Holdings and its Subsidiaries to, use commercially reasonable efforts to ensure that any indebtedness of Hostess Holdings or any Subsidiary (other than any indebtedness that is held or guaranteed by a CDM Entity Holder) constitutes a Nonrecourse Liability.
Tax Protection. The Corporation will reimburse you for the total United States (state and federal) and foreign taxes incurred by you as a result of receiving payments of your base salary and any incentive bonuses earned during the Term, as well as payments pursuant to paragraph 3 above, in excess of the total UK and Italian (local and federal) taxes you would have incurred as a result of receiving such payments if your current tax residency status had not changed, assuming the same allocations of your time were made as in the year prior to the Term. As noted, the Corporation’s obligation to reimburse you for such excess taxes relates only to items of income and benefits you receive from the Corporation for services rendered to the Corporation. The Corporation’s obligation to reimburse you for excess taxes shall not apply to any severance payments under the letter agreement entered into between you and the Corporation effective November 10, 2008 or any successor agreement thereto. Payments of such reimbursements for excess taxes shall be made no later than the end of the second taxable year beginning after the taxable year in which your U.S. federal income tax return is required to be filed (including any extensions) for the year in which the compensation subject to such reimbursement relates. In addition, the Corporation will reimburse you for all United States (state and federal) and foreign taxes incurred by you as a result of receiving the benefits described in paragraphs 4 through 8, above. These reimbursements will be grossed-up so that the net amount received by you, after subtraction of all taxes applicable to the reimbursement plus the gross-up amount, will equal the reimbursement amount. Reimbursements under this paragraph will be paid to you no later than the end of the taxable year next following the taxable year in which you pay taxes on the benefits described in paragraphs 4 through 8, above. The amounts to be reimbursed under this paragraph 9 will be determined by a nationally recognized accounting firm selected by the Corporation, whose determination will be binding on both parties. You agree to take such reasonable steps and make such elections as the Corporation may request in order to reduce the Corporation's obligations under this paragraph provided, however, that if such elections are expected to impact tax years subsequent to the end of the Term, you will not be required to do so unless you consent to such actions, which consent shall not be unreasona...
Tax Protection. If the Company or its independent accountants (which shall consider such issue upon the reasonable request of Executive) determine that any payments or benefits called for under this Agreement, together with any other payments and benefits made available to Executive by the Company or a subsidiary or affiliate thereof (collectively, the “Payments”), will result in Executive’s being subject to an excise tax under Section 4999 of the Code, then a determination shall be made by the Company or its independent accountants as to whether it would result in larger net payments to Executive, after paying all applicable taxes (including any applicable tax under § 4999 of the Code), to: (i) receive all of the Payments, or (ii) receive the portion of the Payments that in the aggregate is One Dollar ($1.00) less than the amount which would cause the Payments to be subject to the excise tax imposed by § 4999 of the Code (the “Safe Harbor Amount”). If the determination is that it would result in larger net payments to Executive after paying all applicable taxes to receive all of the Payments pursuant to § 3(i), then such Payments shall be made to Executive in accordance with the terms of this Agreement. If the determination is that it would result in larger net payments to Executive after paying all applicable taxes to receive the Safe Harbor Amount pursuant to § 3(ii), then only the Safe Harbor Amount shall be paid to Executive in accordance with the terms of this Agreement. In the event the Safe Harbor Amount pursuant to § 3(ii) is to be paid to Executive, the Payments to which Executive would otherwise be entitled to under this Agreement shall be reduced on a pro rata basis. Any determinations under this Section 3 shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary, or final) and any related Internal Revenue Service rulings and any related case law and, if Company reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive’s right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 3) and Executive complies with such request, the Company shall provide Executive with such information and such expert advice and assistance from the Company’s independent accountants, attorneys and other advisors as Executive may reasonably ...
Tax Protection. At each Closing, the LATA Parties shall enter into a Tax Protection Agreement substantially in the form attached hereto as Exhibit H (each, a “Tax Protection Agreement”), with each Contributor, if any, in respect of such Contributed Property receiving any consideration in the form of OP Units and identified in the Contribution Structure Chart as being eligible to receive Tax protection.
Tax Protection. If Post determines that the payments, option vesting, forfeiture lapses and other benefits called for under Section 5.2 will result in Executive being subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or if such an excise tax is properly and timely assessed against Executive as a result of a Change in Control or if such a determination is made and such a tax is assessed, Post (on behalf of Post, Post LP and Services) shall make a Gross-Up Payment to Executive at the time his employment terminates, if a determination is made that an excise tax is due at that time, or at the time of such assessment, or at both such times, as appropriate. A "Gross-Up Payment" means a payment to Executive which shall be sufficient for Executive to pay (i) any such excise tax in full, (ii) any federal, state and local income tax on the payment made to pay Executive's excise tax as well as any additional excise tax on such payment and (iii) any interest or penalties assessed by the Internal Revenue Service on Executive if Post failed to determine and report to Executive and to the Internal Revenue Service the full amount on which an excise tax was due at the time Executive's employment terminated. Any determination under this Section 5.3 by Post shall be made in accordance with Section 280(g) of the Code and any related regulations (whether proposed, temporary or final) and any related Internal Revenue Service rulings and any related case law.
Tax Protection. Patriot and Mr. Fine shall have the additional rights -------------- and obligations set forth on Exhibit E hereto titled "Lock-out Provisions." ---------
