Deductibility of Payments. There is no contract, agreement, plan or arrangement covering any Employee or former Employee that, individually or collectively, requires the payment by the Company or the Company Subsidiary of any amount (i) that is not deductible under Section 162(a)(1), 162(m) or 404 of the Code or (ii) that is an "excess parachute payment" pursuant to Section 280G of the Code.
Deductibility of Payments. There is no contract, ------------------------- agreement, plan or arrangement covering any employee or former employee of the Company (with respect to its relationship with such entities) that, individually or collectively, provides for the payment by the Company of any amount (i) that is not deductible by the Company under Section 162(a)(1) or 404 of the Code, whichever is applicable, (ii) for which the deduction by the Company would be disallowed under Section 162(m) of the Code, or (iii) that is an "excess parachute payment" pursuant to Section 280G of the Code.
Deductibility of Payments. There is no contract, agreement, plan or arrangement covering any employee or former employee of any Acquired Company (with respect to its relationship with such entities) that, individually or collectively, provides for the payment by any Acquired Company of any amount that is not deductible by such Acquired Company under Section 162(a)(1), 404 or 419 of the Code, whichever is applicable.
Deductibility of Payments. It is the intention of the Executive ------------------------- and of the Employer that no payments by the Employer to or for the benefit of the Executive under this Agreement or any other agreement or plan, if any, pursuant to which the Executive is entitled to receive payments or benefits shall be nondeductible to the Employer by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), relating to parachute payments or any like statutory or regulatory provision. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G or any like statutory or regulatory provision, any such payments exceed the amount which can be deducted by the Employer, such payments shall be reduced to the maximum amount which can be deducted by the Employer. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the Executive, such excess payments shall be refunded to the Employer with interest thereon at the applicable Federal rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order that no such payments shall be nondeductible to the Employer by reason of the operation of said Section 280G or any like statutory or regulatory provision. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G or any like statutory or regulatory provision, the Executive shall determine which method shall be followed, provided that if the Executive fails to make such determination within forty-five (45) days after the Employer has given notice of the need for such reduction, the Employer may determine the method of such reduction in its sole discretion.
Deductibility of Payments. There is no Contract covering any employee or former employee of Seller (with respect to its relationship with such entities) involved in the Business that, individually or collectively, provides for the payment by Seller of any amount (i) that is not deductible under Section 162(a)(1) or 404 of the Code or (ii) that is an "excess parachute payment" pursuant to Section 280G of the Code.
Deductibility of Payments. Except as disclosed in SCHEDULE 4.8, there is no contract, agreement, plan or arrangement covering any present or former employee, director or consultant of the Company or any of its ERISA Affiliates (with respect to his or her relationship with such entities) that, individually or collectively, provides for the payment by the Company of any amount (i) that is not deductible under Section 162(a)(l) or 404 of the Code or (ii) that is an "excess parachute payment" pursuant to Section 280G of the Code.
Deductibility of Payments. Except pursuant to Sellers’ Benefit Plans or as set forth on Section 3.10(n) of the Disclosure Schedule, no current or former employee, director or independent contractor will become entitled to any change in control payment, or any bonus, retirement, severance, job security or similar benefit or any accelerated or enhanced payment or benefit (including any accelerated vesting of any equity-based compensation awards) in connection with the Transaction either alone or with additional subsequent events. Except as set forth in Section 3.10(n) of the Disclosure Schedule, there is no Contract, plan, Sellers’ Benefit Plan, or arrangement covering any employee or former employee of any member of the Seller Group (with respect to its relationship with such entities) that, individually or collectively, provides for the payment by any member of the Seller Group of any amount that is not deductible by such member of the Seller Group under Section 162(a)(1), 404 or 419 of the Code, whichever is applicable. No Contract, plan, Sellers’ Benefit Plan or arrangement covering any employee or former employee of the Seller Group provides for an “excess parachute payment” pursuant to Section 280G of the Code (individually or collectively) in connection with the Transaction or otherwise.
Deductibility of Payments. There is no ------------------------- arrangement that, individually or collectively, requires the payment by the Companies of any amount (i) that is not deductible under Section 162(a)(1) or 404 of the Internal Revenue Code or (ii) that is, or which as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could be, an "excess parachute payment" pursuant to Section 280G of the Internal Revenue Code.
Deductibility of Payments. There is no contract, agreement, plan or arrangement covering any employee or former employee of RedChip (with respect to such employee's relationship with RedChip) that, individually or collectively, requires the payment by RedChip of any amount (i) that is not deductible under Section 162(a)(1) or 404 of the Code or (ii) that is an "excess parachute payment" pursuant to Section 280G of the Code.
Deductibility of Payments. There is no contract, agreement, plan or arrangement covering any employee or former employee of FRT (with respect to such employee's relationship with FRT) that, individually or collectively, requires the payment by FRT of any amount (i) that is not deductible under Section 162(a)(1) or 404 of the Code or (ii) that is an "excess parachute payment" pursuant to Section 280G of the Code.
