Additional Tax Considerations Sample Clauses
Additional Tax Considerations. In the event that (but for this Section 4(k)) any payment or benefit received or to be received by the Executive pursuant to this Agreement or any other plan or arrangement with the Company (each, a “Payment” and in the aggregate, “Payments”) would constitute an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code, or would otherwise be subject to the excise tax imposed under Section 4999 of the Code, or any similar federal or state law, then Executive shall be entitled to receive the “Best Net” for the Executive’s aggregate Payments such that aggregate Payments that Executive receives will be either (A) the full amount of Payments or (B) an amount of Payments reduced to the extent necessary so that Executive incurs no excise tax, whichever results in Executive receiving the greater after-tax compensation amount taking into account applicable federal, state, and local income, employment, and other applicable taxes, as well as any excise tax. Unless the Executive shall have given prior written notice to the Company to effectuate any such reduction (if a reduction is required) the Company shall reduce or eliminate Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any other remaining Payments (with remaining Payments having the highest excess parachute payment value being reduced first); provided, however, that any reduction of an amount that constitutes non-qualified deferred compensation subject to Code Section 409A shall be made only if and to the extent such reduction is permitted under Code Section 409A without resulting in tax penalties to Executive. The preceding provisions of this Section 4(k) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation.
Additional Tax Considerations. In the event that (but for this Section 3(k) any payment or benefit received or to be received by the Executive pursuant to this Agreement or any other plan or arrangement with the Company Group (each, a “Payment”) would constitute an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code, or would otherwise be subject to the excise tax imposed under Section 4999 of the Code, or any similar federal or state law, the Company shall reduce the aggregate amount of such Payments such that the present value thereof (as determined under the Code and the applicable regulations) is equal to 2.99 times such Eligible Employee’s “base amount” as defined in Section 280G(b)(3) of the Code. The determinations to be made with respect to this Section 3(k) shall be made by a certified public accounting firm designated by the Company. Any reductions shall first be made from cash payments pursuant to this Agreement or any other plan or agreement and then from payments in kind such as equity in the manner determined by the Company upon advice from the accounting firm.
Additional Tax Considerations. In the event that (but for this Section 3(k)) any payment or benefit received or to be received by the Executive pursuant to this Agreement or any other plan or arrangement with Liz (each, a “Payment”) would constitute an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code, or would otherwise be subject to the excise tax imposed under Section 409 of the Code, or any similar federal or state law, Liz shall reduce the aggregate amount of such Payments such that the present value thereof (as determined under the Code and the applicable regulations) is equal to 2.99 times the Executive’s “base amount” as defined in Section 280G(b)(3) of the Code. The determinations to be made with respect to this Section 3(k) shall be made by a certified public accounting firm designated by Liz. Unless the Executive shall have given prior written notice to Liz to effectuate any such reduction if a reduction is required, any such notice consistent with the requirements of Section 409A of the Code to avoid the imputation of any tax, penalty or interest thereunder, Liz shall reduce or eliminate Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any other remaining Payments. The preceding provisions of this Section 3(k) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation.
Additional Tax Considerations. Notwithstanding anything to the contrary, any amount otherwise payable to Executive pursuant to Section 3 of this Agreement shall be reduced to the extent necessary so that such payment (as so reduced) would not result in the payment of an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or give rise to an excise tax under Section 4999 of the Code (or any corresponding provision of state, local or foreign law), provided, that such payment shall be so reduced only if the reduction results in Executive receiving an amount on a net after-tax basis that is no more than 15% less than the original payment on a net after-tax basis minus the excise tax.
Additional Tax Considerations. Notwithstanding anything to the contrary contained herein, no claim for Indemnifiable Damages related to or arising from (x) the value or condition of any Tax asset of the Company or its Subsidiaries, (y) the ability of Acquirer or its Affiliates to utilize such Tax asset following the Closing, or (z) any Taxes (or any Indemnifiable Damages in respect thereof) other than Taxes for any Pre-Closing Period, may be asserted by Acquirer or claimed by any Indemnified Person as a breach of any provision of this Agreement or otherwise be a subject of indemnity hereunder (e.g., the Escrow Fund shall not be available for recovery by, and the Merger Consideration Recipients shall have no obligation to indemnify or reimburse, any Indemnified Person for any Taxes due in respect of periods following the Closing due to the unavailability of any net operating losses or other Tax attributes of the Company or its Subsidiaries). All amounts paid pursuant to the indemnification provisions of this Article 8 shall, to the extent permitted by applicable Legal Requirements, be treated as adjustments to the Merger Consideration for all Tax purposes.