Common use of Applicable Rules Clause in Contracts

Applicable Rules. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s independent certified public accountants appointed prior to the Effective Date or tax counsel selected by such accountants (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and (B) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Applicable Rules. For purposes of determining whether any of the ----------------- Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) such Covered Payments will be treated as “"parachute payments” " within the meaning of Section 280G of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s 's independent certified public accountants appointed prior to the Effective Date or tax counsel selected by such accountants (the “"Accountants”"), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “"base amount,” " or such “"parachute payments” " are otherwise not subject to such Excise Tax, and (B) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Applicable Rules. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax,: (A) such Such Covered Payments will shall be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s independent certified public accountants appointed prior to the Effective Date or tax counsel selected by such accountants (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, ; and (B) the The value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Applicable Rules. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax,: (A) such Such Covered Payments will shall be treated as “"parachute payments” " within the meaning of Section 280G of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s 's independent certified public accountants appointed prior to the Effective Date or tax counsel selected by such accountants (the “"Accountants”"), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “"base amount,” " or such “"parachute payments” " are otherwise not subject to such Excise Tax, and (B) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Applicable Rules. For purposes of determining whether any of the ----------------- Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) such Covered Payments will be treated as “"parachute payments” " within the meaning of Section 280G of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s 's independent certified certi fied public accountants appointed prior to the Effective Date or tax counsel selected by such accountants (the “"Accountants”"), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “"base amount,” " or such “"parachute payments” " are otherwise not subject to such Excise Tax, and (B) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Applicable Rules. For purposes of determining whether any of ----------------- the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) such Covered Payments will be treated as “"parachute payments” " within the meaning of Section 280G of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s 's independent certified public accountants appointed prior to the Effective Date or tax counsel selected by such accountants (the “"Accountants”"), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “"base amount,” " or such “"parachute payments” " are otherwise not subject to such Excise Tax, and (B) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Applicable Rules. For purposes of determining whether any of the ----------------- Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax,: (A) such Such Covered Payments will shall be treated as “"parachute payments” " within the meaning of Section 280G of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s 's independent certified public accountants appointed prior to the Effective Date or tax counsel selected by such accountants (the “"Accountants”"), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “"base amount,” " or such “"parachute payments” " are otherwise not subject to such Excise Tax, ; and (B) the The value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.