Tax Effect of Payments. "A. Gross-Up Payment. In the event that it is determined xxxx any payment or distribution of any type to or for Employee's benefit made by the Company, by any of its affiliates, by 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 Code and the regulations thereunder) or by 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"), 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 collectively referred to as the "Excise Tax"), then Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Employee of all taxes imposed upon the Gross-Up Payment, including any Excise Tax, Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Total Payments."
Tax Effect of Payments. (a) The amount of any cash payment to be received by Employee pursuant to Section 2 of this Agreement shall be reduced (but not below zero) to the extent required so that no portion of any payment or benefit in the nature of compensation received or to be received by Employee (whether payable pursuant to the terms of this Agreement or pursuant to any other plan, contract, agreement or arrangement with the Corporation or any other person) (Such payments or benefits are referred to collectively as the “Total Payments”) shall be treated as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code.
Tax Effect of Payments. In the event that it is determined that any payment or distribution of any type to or for the benefit of Executive made by Electro Rent, any of its affiliates, any person who acquires ownership or effective control of Electro Rent or ownership of a substantial portion of Electro Rent's assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code")) 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"), 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 collectively referred to as the "Excise Tax"), then such payments or distributions shall be limited to such amount which would result in no portion of the payments or distributions being subject to the Excise Tax. The benefits to be limited may be selected by Executive as long as he provides a prioritized list within ten (10) days of being notified by Electro Rent of the need for a limitation on Total Payments.
Tax Effect of Payments. The Parent, the Company and the Buyer agree that any indemnification payments made pursuant to Article VIII shall be treated for tax purposes as an adjustment to the Purchase Price unless otherwise required by applicable law.
Tax Effect of Payments. Any indemnification payments made pursuant to this Article 8 shall be treated for tax purposes as an adjustment to the Purchase Price unless otherwise required by applicable law.
Tax Effect of Payments. The amount of any payments required to be made under this Article IX shall be reduced by the amount of any tax benefit actually received by (including by refund or by reduction of or offset against Taxes otherwise payable) the recipient by reason of the payment or incurrence by such recipient of the item for which the indemnity is being sought. Each party shall notify the other of such receipt of any such tax benefits.
Tax Effect of Payments. In the event that it is determined that any Shares or payment under this Award would subject any payments to the excise tax imposed by Section 4999 or Section 409A 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 collectively referred to as the “Excise Tax”), then this Award shall be interpreted and modified by the Commitee to provide as near as possible the same economic benefit to you hereunder but without triggering any Excise Tax, and any clause which the Committee determines would otherwise trigger such a tax will be null and void.
Tax Effect of Payments. Any indemnity payments otherwise due and payable under this Section 5.4 shall be (i) decreased to the extent of any net actual reduction of Tax liability that is actually realized by the indemnified party by reason of an indemnifiable loss and (ii) increased to the extent of any net actual increase in Tax liability that is actually imposed on the indemnified party by reason of an indemnity payment pursuant to this Section 5.4 (including any increase thereof pursuant to this subsection 5.4(i)).
Tax Effect of Payments. The amount of any payments required to be made under this ARTICLE X shall be reduced by the amount of any tax or insurance benefit actually received by (including by refund or by reduction of or offset against taxes otherwise payable) the recipient by reason of the payment or incurrence by such recipient of the item for which the indemnity is being sought. Each party shall notify the other of such receipt of any such tax or insurance benefits.
Tax Effect of Payments. To the extent permitted by applicable Legal Requirements, all indemnity payments made to Buyer Indemnitees pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the aggregate Merger Consideration.
