Common use of Application of Section 280G Clause in Contracts

Application of Section 280G. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) 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” within the meaning of Section 280G 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 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 of the Code, in excess of the portion of the “base amount allocable to such Covered Payments,” or such “parachute payments” are otherwise not subject to such Excise Tax, and (ii) 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.

Application of Section 280G. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Taxreduced as described herein: (iA) Such 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” within the meaning of " (as defined under Section 280G 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 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, rendered (within the meaning of Section 280G 280G(b)(4)(B) of the Code, ) in excess of the portion of the “"base amount allocable to such Covered Paymentsamount,” " or such “"parachute payments” " are otherwise not subject to such Excise Tax, and (iiB) 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.

Application of Section 280G. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Taxreduced as described herein: (iA) Such 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” within the meaning of " (as defined under Section 280G 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 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, rendered (within the meaning of Section 280G 280G(b)(4)(B) of the Code, ) in excess of the portion of the “"base amount allocable to such Covered Paymentsamount,” " or such “"parachute payments” " are otherwise not subject to such Excise Tax, and (iiB) The the value of any non-cash 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.

Application of Section 280G. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax:, (i) Such 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” within the meaning of (as defined under Section 280G 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 or tax counsel selected by such Accountants 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, rendered (within the meaning of Section 280G 280G(b)(4)(B) of the Code, ) in excess of the portion of the “base amount allocable to such Covered Paymentsamount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and (ii) 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.