Common use of Deductibility of Payments Clause in Contracts

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.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (BSD Software Inc)

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Deductibility of Payments. There is no contract, agreement, plan or arrangement covering any Employee employee or former Employee employee of the Company (with respect to such employee's relationship with the Company) 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Guitar Center Inc), Agreement and Plan of Merger (Varian Medical Systems Inc), Membership Interest Purchase Agreement (Verticalnet Inc)

Deductibility of Payments. There is no contract, agreement, plan or arrangement covering any Employee employee or former Employee employee of the Company (with respect to its relationship with such entities) that, individually or collectively, requires provides for the payment by the Company or the Company Subsidiary of any amount (i) that is not deductible for which the deduction by the Company would be disallowed under Section 162(a)(1), 162(m) or 404 of the Code Code, or (ii) that is or would be an "excess parachute payment" pursuant to Section 280G of the Code.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Schuff Steel Co), Stock Purchase Agreement (Schuff Steel Co), Stock Purchase Agreement (Schuff Steel Co)

Deductibility of Payments. There is no contract, agreement, plan or arrangement covering any Employee employee or former Employee employee of the Company (with respect to their relationship with the Company) or any other person that, individually or collectively, requires has provided or may provide for the payment by the Company or the Company Subsidiary of any amount (i1) that is not deductible under Section 162(a)(1), 162(m) or 404 of the Code or (ii2) that is an "excess parachute payment" pursuant to Section 280G of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brush Creek Mining & Development Co Inc), Agreement and Plan of Merger (Helpmate Robotics Inc)

Deductibility of Payments. There is no outstanding contract, agreement, plan or arrangement covering any Employee employee or former Employee employee of the Company and its Subsidiaries (with respect to their relationship with such entity) that, individually or collectively, requires provides for the payment by the Company or the Company any Subsidiary of any material 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lois/Usa Inc), Stock Purchase Agreement (Lois/Usa Inc)

Deductibility of Payments. There is no contract, ------------------------- agreement, plan or arrangement covering any Employee present or former Employee employee, director or consultant of the Company or any of its Subsidiaries (with respect to his or her relationship with such entities) that, individually or collectively, requires provides for 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Prometheus Homebuilders Funding Corp), Stock Purchase Agreement (Prometheus Homebuilders Funding Corp)

Deductibility of Payments. There Except as disclosed in ------------------------- Schedule 4.13, there is no contract, agreement, plan or arrangement covering any Employee ------------- present or former Employee employee, director or consultant of the Company or any of its Subsidiaries (with respect to his or her relationship with such entities) that, individually or collectively, requires provides for 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Tc Group LLC), Securities Purchase Agreement (Tc Group LLC)

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 any 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nexland Inc)

Deductibility of Payments. There is no contract, agreement, ------------------------- plan or arrangement covering any Employee employee or former Employee employee of the Company (with respect to its relationship with such entities) that, individually or collectively, requires provides for 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (City Truck Holdings Inc)

Deductibility of Payments. There is no contract, agreement, plan or arrangement covering any Employee employee or former Employee employee of the Company or the Subsidiaries (with respect to their relationship with such entities) that, individually or collectively, requires provides for 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.

Appears in 1 contract

Samples: Series D Stock Purchase Agreement (Build a Bear Workshop Inc)

Deductibility of Payments. There Except as set forth in Schedule 4.13, ------------------------- there is no contract, agreement, plan or arrangement covering any Employee employee or former Employee employee of the Company or any of its Subsidiaries (with respect to their relationship with such entities) that, individually or collectively, requires provides for 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mercury General Corp)

Deductibility of Payments. There To the Knowledge of the Company, there is no contract, agreement, plan or arrangement covering any Employee employee or former Employee employee of the Company or any of its Subsidiaries (with respect to such employee’s relationship with the Company or any of its Subsidiaries, as applicable) that, individually or collectively, requires the payment by the Company or the Company Subsidiary any of its Subsidiaries 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Check Point Software Technologies LTD)

Deductibility of Payments. There is no contractContract, agreement, plan or arrangement covering any Employee employee or former Employee employee of the Company that, individually or collectively, requires provides for 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.

Appears in 1 contract

Samples: Equity Purchase Agreement (Dames & Moore Inc /De/)

Deductibility of Payments. There is no contract, agreement, plan or arrangement covering any Employee employee or former Employee employee of any Entity (with respect to its relationship with the Entity) that, individually or collectively, requires provides for the payment by the Company or the Company Subsidiary Entity 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.

Appears in 1 contract

Samples: Purchase Agreement (Coram Healthcare Corp)

Deductibility of Payments. There is no contract, agreement, plan or arrangement covering any Employee or former Employee of the Company (with respect to such Employee's relationship with the Company) 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Essential Therapeutics Inc)

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Deductibility of Payments. There is no contract, agreement, ------------------------- plan or arrangement covering any Employee employee or former Employee employee of the Company or a Affiliate (with respect to their relationship with such entities) that, individually or collectively, requires provides for 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Colorado Greenhouse Holdings Inc)

Deductibility of Payments. There is no contract, agreement, plan or arrangement Contract covering any Employee or former Employee of Company (with respect to their relationship with Company) that, individually or collectively, requires provides for 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 currently or (ii) that is an "excess parachute payment" pursuant to Section 280G of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unify Corp)

Deductibility of Payments. There is no contract, agreement, plan or arrangement covering any Employee employee or former Employee employee of Company (with respect to its relationship with such entities) that, individually or collectively, requires provides for 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 Code, (ii) that is an "excess parachute payment" pursuant to Section 280G of the Code or (iii) that is not deductible pursuant to Section 162(m) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Deductibility of Payments. There is no contract, agreement, plan or arrangement covering any Employee employee or former Employee employee of the Company (with respect to such employee's relationship with the Company) 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) 162 or 404 of the Code or (ii) that is an "excess parachute payment" pursuant to Section 280G of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hanover Compressor Coc)

Deductibility of Payments. There is no contract, agreement, plan or arrangement covering any Employee employee or former Employee employee of the Company or any of its Subsidiaries (with respect to such employee’s relationship with the Company or any of its Subsidiaries, as applicable) that, individually or collectively, requires the payment by the Company or the Company Subsidiary any of its Subsidiaries 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mentor Graphics Corp)

Deductibility of Payments. There Except as disclosed in ------------------------- Schedule 4.8, there is no contract, agreement, plan or arrangement covering any Employee present or former Employee employee, director or consultant of the Company or any of its Subsidiaries (with respect to his or her relationship with such entities) that, individually or collectively, requires provides for 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tc Group LLC)

Deductibility of Payments. There is no contract, agreement, plan or arrangement covering any Employee present or former Employee employee, director or consultant of the Company or any of its Subsidiaries (with respect to his or her relationship with such entities) that, individually or collectively, requires provides for 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fortress Group Inc)

Deductibility of Payments. There is no contract, agreement, ------------------------- plan or arrangement covering any Employee or former Employee of the Company (with respect to such Employee's relationship with the Company) 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microcide Pharmaceuticals Inc)

Deductibility of Payments. There To the Company's knowledge, there is no contract, agreement, plan or arrangement covering any Employee employee or former Employee employee of the Company (with respect to such employee's relationship with the Company) 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Network Appliance Inc)

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