Common use of Tax Provisions Clause in Contracts

Tax Provisions. In the event that any payments under this Agreement or any other compensation, benefit or other amount from Employer for the benefit of Employee are subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (including any applicable interest and penalties, the “Excise Tax”), no such payment (“Parachute Payment”) shall be reduced (except for required tax withholdings) and Employer shall pay to Employee by the earlier of the date such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable by Employee, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee (after deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h)), shall be equal to the amount Employee would have received if no Excise Tax had been imposed. A tax counsel chosen by the Employer’s independent auditors, provided such person is reasonably acceptable to the Employee (“Tax Counsel”), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee shall repay to Employer promptly following the date that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (without

Tax Provisions. In the event that any payments under this Agreement or any other compensation, benefit or other amount from Employer the Company for the benefit of Employee the Executive are subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") (including any applicable interest and penalties, the “"Excise Tax”"), no such payment (“"Parachute Payment”") shall be reduced (except for required tax withholdings) and Employer the Company shall pay to Employee the Executive by the earlier of the date such Excise Tax is withheld from payments made to Employee the Executive or the date such Excise Tax becomes due and payable by Employeethe Executive, an additional amount (the “"Gross-Up Payment”") such that the net amount retained by Employee the Executive (after deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h6(i) and Excise Tax upon the payment provided for by this Section 7(h6(i)), shall be equal to the amount Employee the Executive would have received if no Excise Tax had been imposed. A tax Tax counsel chosen by the Employer’s Company's independent auditors, provided such person is reasonably acceptable to the Employee Executive (“"Tax Counsel”"), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee the Executive of its determination. Employer The Company and Employee the Executive shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s the Company's reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Employee the Executive shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee the Executive shall repay to Employer the Company promptly following the date that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (withoutthe

Tax Provisions. In the event that any payments under this Agreement or any other compensation, benefit or other amount from Employer the Company for the benefit of Employee the Executive are subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") (including any applicable interest and penalties, the “"Excise Tax”"), no such payment (“"Parachute Payment”") shall be reduced (except for required tax withholdings) and Employer the Company shall pay to Employee the Executive by the earlier of the date such Excise Tax is withheld from payments made to Employee the Executive or the date such Excise Tax becomes due and payable by Employeethe Executive, an additional amount (the “"Gross-Up Payment”") such that the net amount retained by Employee the Executive (after deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h6(h) and Excise Tax upon the payment provided for by this Section 7(h6(h)), shall be equal to the amount Employee the Executive would have received if no Excise Tax had been imposed. A tax Tax counsel chosen by the Employer’s Company's independent auditors, provided such person is reasonably acceptable to the Employee Executive (“"Tax Counsel”"), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee the Executive of its determination. Employer The Company and Employee the Executive shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s the Company's reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Employee the Executive shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee the Executive shall repay to Employer the Company promptly following the date that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (withoutwithout interest). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time a Parachute Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall pay the Executive an additional amount with respect to the Gross-Up Payment in respect of such excess (plus any interest or penalties payable in respect of such excess) at the time that the amount of such excess is finally determined. The Company shall reimburse the Executive for all reasonable fees, expenses, and costs related to determining the reasonableness of any Company position in connection with this paragraph and preparation of any tax return or other filing that is affected by any matter addressed in this paragraph, and any audit, litigation or other proceeding that is affected by any matter addressed in this Section 6(h) and an amount equal to the tax on such amounts at the Executive's Tax Rate. For the purposes of the foregoing, "Tax Rate" means the Executive's effective tax rate based upon the combined federal and state and local income, earnings, Medicare and any other tax rates applicable to the Executive, all at the highest marginal rate of taxation in the country and state of the Executive's residence on the date of determination, net of the reduction in federal income taxes which could be obtained by deduction of such state and local taxes.

Tax Provisions. In The Executive acknowledges and agrees that the event that Company may directly or indirectly withhold from any payments under this Agreement all federal, state, city or other taxes that will be required pursuant to any law or governmental regulation. Anything in this Agreement or in any other compensationplan, benefit program or other amount from Employer agreement to the contrary notwithstanding and except as set forth below, in the event that (i) the Executive becomes entitled to any benefits or payments under Section VII hereof and (ii) it shall be determined that any payment or distribution by the Company to or for the benefit of Employee are 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 IX) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986Code, as amended or any interest or penalties are incurred by the Executive with respect to such excise tax (the “Code”) (including such excise tax, together with any applicable such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), no such then the Executive shall be entitled to receive an additional payment (“Parachute Payment”) shall be reduced (except for required tax withholdings) and Employer shall pay to Employee by the earlier of the date such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable by Employee, an additional amount (the a “Gross-Up Payment”) in an amount such that after payment by the net amount retained by Employee Executive of all taxes (after deduction of including any Excise Tax on the Parachute Paymentsinterest or penalties imposed with respect to such taxes), including, without limitation, any income taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(hand any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the payment provided for by this Section 7(h))Gross-Up Payment, shall be equal to the amount Employee would have received if no Excise Tax had been imposed. A tax counsel chosen by the Employer’s independent auditors, provided such person is reasonably acceptable to the Employee (“Tax Counsel”), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s reasonable good faith determination. For purposes of determining the Executive retains an amount of the Gross-Up PaymentPayment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section X, Employee if it shall be deemed determined that the Executive is entitled to pay taxes at the Tax Rate applicable at the time of the a Gross-Up Payment. In the event , but that the Payments do not exceed 110% of the greatest amount (the “Reduced Amount”) that could be paid to the Executive such that the receipt of Payments would not give rise to any Excise Tax is subsequently determined Tax, then no Gross-Up Payment shall be made to the Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount. All determinations required to be less than the amount taken into account hereunder at the time made under this Section X, including whether and when a Parachute Gross-Up Payment is made, Employee shall repay to Employer promptly following the date that required and the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable and the assumptions to be utilized in arriving at such reduction (withoutdetermination, shall be made by Deloitte & Touche LLP or such other certified public accounting firm as may be designated by the Company.

Tax Provisions. In the event that any payments under this Agreement or any other compensation, benefit or other amount from Employer for the benefit of Employee are subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") or, if applicable, the Canadian equivalent thereof (including any applicable interest and penalties, the “"Excise Tax”"), no such payment (“"Parachute Payment”") shall be reduced (except for required tax withholdings) and Employer shall pay to Employee by the earlier of the date such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable by Employee, an additional amount (the “"Gross-Up Payment”") such that the net amount retained by Employee (after deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h)), shall be equal to the amount Employee would have received if no Excise Tax had been imposed. A tax counsel chosen by the Employer’s 's independent auditors, provided such person is reasonably acceptable to the Employee (“"Tax Counsel”"), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s 's reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee shall repay to Employer promptly following the date that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (withoutwithout interest). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time a Parachute Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Employer shall pay the Employee an additional amount with respect to the Gross-Up Payment in respect of such excess (plus any interest or penalties payable in respect of such excess) at the time that the amount of such excess is finally determined. Employer shall reimburse Employee for all reasonable fees, expenses, and costs related to determining the reasonableness of Employer's position in connection with this paragraph and preparation of any tax return

Tax Provisions. In TĀKE TĀREWA‌ GST: The following applies to the event that GST treatment of the supply of [the/any] Super Lot:‌ any payments consideration payable for supply of [the/any] Super Lot under this Agreement is exclusive of any GST charged in respect of that supply; HNZ Build warrants that at [the/each] Settlement Date it will be a registered person for GST purposes; the Developer warrants that: it is a registered person, its address and its GST registration number are as set out in the Specific Terms; and it will continue to be a registered person for GST purposes; the parties agree that the supply of [the/any] Super Lot sold to the Developer by HNZ Build under this Agreement (Super Lot Supply) will be zero-rated for GST purposes under section 11(1)(mb) of the GST Act; the Developer confirms that, for the purposes of section 78F(2) of the GST Act as at [the/each] Settlement Date: the Developer is acquiring [the/each] Super Lot with the intention of using it for making taxable supplies; and it does not intend to use [the/any] Super Lot as a principal place of residence for the Developer or any other compensationperson associated with the Developer under section 2A(1)(c) of the GST Act; if, benefit or other amount from Employer for any reason, the Super Lot Supply is not zero-rated for GST purposes under section 11(1)(mb) of the GST Act and HNZ Build has the obligation to account for any GST charged in respect of the Super Lot Supply:‌ the Developer must pay to HNZ Build, in addition to the consideration otherwise payable for the benefit of Employee are subject supply, an amount equal to the tax imposed by Section 4999 GST charged in respect of the Internal Revenue Code of 1986, as amended Super Lot Supply (the “Code”) (including any applicable interest and penalties, the “Excise Tax”GST Amount), no such payment (“Parachute Payment”) shall be reduced (except for required within 2 Working Days of HNZ Build issuing to the Developer a tax withholdings) and Employer shall invoice or debit note in respect of the supply; the Developer must pay to Employee HNZ Build, in addition to the GST Amount, and upon demand by the earlier of the date such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable by EmployeeHNZ Build, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee (after deduction of equal to any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate Default GST (as defined below) upon the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h)), shall be equal to the amount Employee would have received if no Excise Tax had been imposed. A tax counsel chosen by the Employer’s independent auditors, provided such person is reasonably acceptable Amended ADLS Terms); and‌ it will not be a defence to a claim against the Employee Developer for payment to HNZ Build of any amount payable under clause (“Tax Counsel”), shall determine in good faith whether any of f)(ii) that HNZ Build has failed to mitigate the Parachute Payments are subject to the Excise Tax and the damages suffered by HNZ Build by paying an amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s reasonable good faith determination. For purposes of determining GST when it fell due under the amount of the Gross-Up Payment, Employee shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee shall repay to Employer promptly following the date that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (withoutGST Act.

Tax Provisions. In the event that any payments under this Agreement or any other compensation, benefit or other amount from Employer for the benefit of Employee are subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (including any applicable interest and penalties, the “Excise Tax”), no such payment (“Parachute Payment”) shall be reduced (except for required tax withholdings) and Employer shall pay to Employee by the earlier of the date such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable by Employee, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee (after deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h)), shall be equal to the amount Employee would have received if no Excise Tax had been imposed. A tax counsel chosen by the Employer’s independent auditors, provided such person is reasonably acceptable to the Employee (“Tax Counsel”), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee shall repay to Employer promptly following the date that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (withoutpay