Financial and Tax Advice Sample Clauses

Financial and Tax Advice. During (a) the term of this Agreement (b) the 12 month period following the termination of this Agreement as a result of Death and/or Disability, and (c) the three year period following the voluntary termination by the Executive with good reason or the involuntary termination by the Company without cause... the Company shall provide the Executive (or, if Executive shall have died, his estate) at the Company's expense, third party professional financial and tax advisory services, primarily oriented to planning in light of the Executive's entitlement to compensation and benefits and appropriate in light of circumstances of Executive or his estate. Executive (or his estate) may select the service professional of his choice.
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Financial and Tax Advice. The Company will reimburse the Employee up to $15,000 for actual financial and tax advisor fees incurred during the first year, and up to $5,000 per year for such actual incurred fees for each subsequent calendar year, of his employment pursuant to this Agreement.
Sample 1
Financial and Tax Advice. Inyx Canada shall reimburse JK for the expenses JK incurs for its or Kachkar's financial and tax advice, provided that the amount of such reimbursement for any year shall not exceed $20,000 USD.
Sample 1
Financial and Tax Advice. During (i) the Period of Employment, (ii) the 12-month period following the termination of the Period of Employment as a result of death or Disability, and (iii) the eighteen (18) month period following the voluntary termination by Employee with Good Reason (as defined in Section 9) or the voluntary termination by Employer without Cause (as defined in Section 9), and (iv) the thirty (30) month period following the voluntary termination by Employee with Good Reason or the voluntary termination by Employer without Cause in connection with a Change in Control (as defined in Section 9), or such shorter period provided in Section 8, Employer shall provide Employee (or, if Employee shall have died, his estate) at Employer's expense, third-party professional financial and tax advisory services, primarily oriented to planning in light of Employee's entitlement to compensation and employee benefits and appropriate in light of the financial circumstances of Employee (or his estate).
Sample 1
Financial and Tax Advice. During (i) the term of this Agreement, (ii) the twelve month period following the termination of this Agreement as a result of death, (iii) a two year period following the termination of this Agreement as a result of disability, (iv) a three year period following termination of this Agreement by Executive for material breach or good cause, and (v) a three year period following a termination of this Agreement by Company without cause; Company shall pay to Executive, or the Executive’s designated beneficiary or his estate if he be deceased, a sum as reimbursement for reasonable out-of-pocket expenses incurred for third-party professional financial and tax advice provided by a licensed professional of Executive’s choice, or the choice of Executive’s designated beneficiary, or in the absence of a designated beneficiary his estate if he be deceased. Provided, however, that in (i) above, the sum shall not exceed ten percent (10%) of Executive’s annual Base Salary for that year; (ii) above, the sum shall not exceed ten percent (10%) of Executive’s annual Base Salary for that year; (iii), (iv) and (v) above, the sum shall not exceed ten percent (10%), each year, of Executive’s annual Base Salary at the time of Executive’s disability or time of termination.
Sample 1
Financial and Tax Advice. During (i) the Period of Employment, (ii) the 12-month period following the termination of the Period of Employment as a result of death or Disability, and (iii) the three-year period following the voluntary termination by Employee with Good Reason (as defined in Section 12) or the voluntary termination by Employer without Cause (as defined in Section 12), or such shorter period provided in Section 11, Employer shall provide Employee (or, if Employee shall have died, his estate) at Employer's expense, third-party professional financial and tax advisory services, primarily oriented to planning in light of Employee's entitlement to compensation and employee benefits and appropriate in light of the financial circumstances of Employee (or his estate).
Sample 1

Related to Financial and Tax Advice

  • Financial and Tax Reporting A. Prepare management reports and Board of Trustees materials, such as unaudited financial statements and summaries of dividends and distributions.

  • Independent Legal and Tax Advice Optionee acknowledges that the Company has advised Optionee to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Shares acquired thereby.

  • Accounting and Tax Treatment Each of the Parties undertakes and agrees to use its reasonable efforts to cause the Merger, and to take no action which would cause the Merger not, to qualify for treatment as a pooling of interests for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code for federal income tax purposes.

  • Financial and Business Sophistication It has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Subordinated Notes. It has relied solely upon its own knowledge of, and/or the advice of its own legal, financial or other advisors with regard to, the legal, financial, tax and other considerations involved in deciding to invest in the Subordinated Notes.

  • Financial Ability Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein), the Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or any of its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the Knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, the Buyer Parties have no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing Date.

  • Accounting and Tax Matters The General Partner shall keep proper and usual books and records pertaining to the Partnership’s business in accordance with generally accepted accounting principles. The books and records and all files of the Partnership shall be kept at its principal office. The General Partner shall prepare and furnish to the Limited Partners promptly after the close of each fiscal year an unaudited statement, certified by the General Partner, showing the operations of the Partnership for such fiscal year, including a balance sheet and statement of income or loss and changes in financial position for such fiscal year, the balance of each Limited Partner’s Capital Account, the unpaid balance due under all obligations of the Partnership and all other information reasonably requested by any Partner. The Limited Partners, and the authorized agents thereof, shall have the right at all reasonable times to audit, examine and make copies or extracts from the Partnership books of account. Federal, state and local income tax returns of the Partnership shall be prepared and timely filed by the General Partner. Copies of the tax returns shall be furnished to the Limited Partners prior to filing thereof. The General Partner is hereby designated the tax matters partner of the Partnership.

  • Tax Advice You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities.

  • Financial CONSULTANTS shall be paid for services as set forth in Exhibit A. The fees to be paid shall be paid with shares of registered S-8 shares of Common Stock of Maximum Dynamics, Inc. and shall be priced at a twenty percent (20%) discount to today's bid of $0.185 per share. The number of shares and issued to each CONSULTANT as payment for services is set forth in Exhibit A.

  • No Tax Advice The Client acknowledges that the Custodian is not, and will not be deemed to be, providing tax advice or tax counsel.

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