Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which the Company is a party, including, without limitation, the provisions of this Agreement, covering any employee or former employee of the Company, which, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code.
Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which the Company is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Company, individually or collectively, that could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code.
Executive Compensation Tax. The Company does not have, or will not have as a result of the transactions contemplated by this Agreement, any liabilities for Taxes (for example under Section 280G of the Code) as a result of the amount of remuneration paid or to be paid to its employees.
Executive Compensation Tax. Except as set forth on Section 2.10(c) of the Disclosure Schedule, there is no contract, agreement, plan or arrangement to which the Company is a party, including, without limitation, the provisions of this Agreement, covering any Employee of the Company, which, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of the Code or that would give rise to a penalty under Section 409A of the Code.
Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which USA Dealers is a party, including but not limited to the provisions of this Agreement, covering any employee or former employee of USA Dealers that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code.
Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which the LLC or any of its subsidiaries is a party, including the provisions of this Agreement, covering any Employee or former Employee of the LLC or other Person or any of their respective subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code. There is no contract, agreement, plan or arrangement to which the LLC or any of its subsidiaries is a party or by which it is a party or by which it is bound to compensate any individual for excise taxes paid pursuant to Section 4999 of the Code.
Executive Compensation Tax. (i) There is no Contract, plan or arrangement to which the Company or any of its Subsidiaries is a party, including the provisions of this Agreement which, individually or collectively, (A) could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of the Code, or (B) could require Parent or any Subsidiary or Affiliate of Parent to gross up a payment to any Company Personnel for Tax related payments or cause a penalty under Sections 280G or 4999 of the Code.
(ii) Except as set forth in Section 2.10(b) of the Schedule of Exceptions, the Company is not party to any Contract that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code and the regulations and other guidance promulgated thereunder. The Company is not a party to, or otherwise obligated under, any Contract that provides for a gross up of any Tax imposed by Section 409A of the Code. Each such nonqualified deferred compensation plan has been operated in material compliance with Section 409A of the Code. No Company Option or other right to acquire Company Common Stock or other equity of the Company (A) has an exercise price that has ever been less than the fair market value of the underlying equity as of the date such option or right was granted, (B) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option or rights (within the meaning of Section 409A of the Code), (C) has been granted after December 31, 2004, with respect to any class of stock of the Company that is not “service recipient stock” (within the meaning of applicable regulations under Section 409A of the Code) or (D) has failed to be properly accounted for in accordance with GAAP in the Financial Statements.
Executive Compensation Tax. Except as set forth on Section 4.15(c) of the Company Schedule, there is no contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is a party, including the provisions of this Agreement, covering any employee of the Company or any of its Subsidiaries, which, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of the Code. There is no contract, agreement, plan or arrangement to which Company or any of its subsidiaries is a party or by which it is bound to compensate any individual for excise taxes paid pursuant to Section 4999 of the Code.
Executive Compensation Tax. Except as set forth in Section 2.21(j) of the Company Disclosure Schedule, there is no contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is a party, including, without limitation, the provisions of this Agreement, covering any Employee of the Company or any of its Subsidiaries, which, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code.
Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which Parent is a party, including, without limitation, the provisions of this Agreement, covering any Employee of Parent which, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Section 404 of the Code or subject to additional tax under Section 409(A) of the Code.
