Common use of Executive Compensation Tax Clause in Contracts

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 or any of its Subsidiaries is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee Employee of the CompanyCompany 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 the Company is a party, including, without limitation, the provisions of this Agreement, covering any employee or former employee 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, G or 404 or 162(m) of the Code.

Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee Employee of the CompanyCompany or any of its Subsidiaries, which, individually or collectively, could would give rise to the payment of any amount that would not be deductible pursuant to Sections 280GG or 404 of the Code or that would give rise to an Employee penalty and Company reporting obligations and related penalties, 404 or 162(m) if any, under Section 409A of the Code.

Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which the Company is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee of the Company, which, 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, including, without limitation, including the provisions of this Agreement, covering any employee or former employee 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, G or 404 or 162(m) of the Code.

Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee of the Company, Agreement 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 or any of its Subsidiaries is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee Employee of the CompanyCompany 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 Section 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, including, without limitation, including the provisions of this Agreement, covering any employee or former employee 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, 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, 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 G or 162(m) of the Code404.

Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which the The Company is not a partyparty to any Contract, including, without limitation, including 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, G or 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, 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 as a result of or in connection with the Merger 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 or any of its subsidiaries is a party, including, without limitation, the provisions of this Agreement, party covering any employee or former employee Employee of the Company, which, individually or collectively, could would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, G or 404 of the Code. Neither the Company nor any of its subsidiaries is under any obligation to gross up any Taxes imposed on any Employee under Sections 409A or 162(m) 4999 of the Code.

Executive Compensation Tax. There Except as set forth in Section 2.6(c) of the Company Disclosure Letter, there is no contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee Employee of the CompanyCompany 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 the Company Brands or any of its subsidiaries is a party, including, without limitation, including but not limited to the provisions of this Agreement, covering any employee or former employee of the Company, whichBrands or any of its 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.

Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee Employee of the CompanyCompany 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. (i) There is no contract, agreementContract, plan or arrangement to which the Company or any of its Subsidiaries is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee of the Company, Agreement which, individually or collectively, (A) could give rise to the payment of any amount that would not be deductible pursuant to Sections 280GG or 404 of the Code, 404 or 162(m(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.

Executive Compensation Tax. There is no contract, agreement, plan or arrangement Contract to which the Company or any of its Subsidiaries is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee of the CompanyCompany 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 Codedeductible.

Executive Compensation Tax. 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 or former employee Employee of the CompanyCompany 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 the Company is a partyparty as of the date of this Agreement, including, without limitation, including but not limited to the provisions of this Agreement, covering any employee or former employee of the Company, which, 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. There is no contract, ------------------------------ agreement, plan or arrangement to which the Company is a party, including, without limitation, including but not limited to the provisions of this Agreement, covering any employee or former employee of the Company, whichCompany that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 162(m), 280G, G or 404 or 162(m) of the Code.

Executive Compensation Tax. There is no contract, agreementContract, plan or arrangement to which the Company is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee 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, G or 404 or 162(m) of the Code.

Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee Employee of the CompanyCompany or any of its Subsidiaries, which, individually or collectively, could give rise to the payment payment, in connection with any transaction contemplated by this Agreement (either alone or in connection with additional or subsequent events) of any amount that would not be deductible pursuant to Sections 280G, G or 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, 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, 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 CodeCode as a result of the transactions contemplated by this Agreement.

Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee of the CompanyCompany 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 Section 280G, 404 or 162(m) G of the Code, or, in the case of payments subject to the provisions of Section 404 of the Code, would exceed the amount deductible pursuant to Section 404.

Executive Compensation Tax. There is no contract, agreement, plan or arrangement to arrangement, of which the Company Corporation is a partypart, including, without limitation, including the provisions of this Agreement, covering any employee or former employee of the CompanyCorporation or any other person, which, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to by the Corporation or Buyer on account of Sections 280G, G or 404 or 162(m) of the Code.

Executive Compensation Tax. 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 or former employee Employee of the CompanyCompany or any of its Subsidiaries, which, individually or collectively, could give rise to the payment (or could be subject to additional tax under Section 409A of the Code) 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, including, without limitation, including the provisions of this Agreement, covering any employee or former employee of the Companyindividual, which, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, G or 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, including, without limitation, the provisions of this Agreement, covering any employee or former employee of the CompanyCompany or other person, 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 CodeCode or any similar provision of applicable law.

Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which the Company is a partyparty as of the date of this Agreement, including, without limitation, including but not limited to the provisions of this Agreement, covering any employee or former employee of the Company, whichCompany 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 Company or any of its subsidiaries is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee of the CompanyCompany 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 the Company or Company Sub is a party, including, without limitation, the provisions of this Agreement, covering any employee or former employee of the CompanyCompany or Company Sub, 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 Codedeductible.

Executive Compensation Tax. There is no contract, agreement, plan 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, agreementContract, plan or arrangement to which the Company is a party, including, without limitation, the provisions of this Agreement, covering any employee or former employee Employee of the Company, whichthat, individually or collectively, could will give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, G or 404 of the Code or 162(m) that will give rise to a penalty under Section 409A of the Code.

Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which the Company is a partyparty as of the dates hereof, including, without limitation, including but not limited to 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, 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, and the transactions contemplated by this Agreement will not give rise to the payment of any amount that would not be deductible under the aforementioned sections of the Code.

Executive Compensation Tax. (i) There is no contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee Employee of the CompanyCompany 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 the Company or any of its subsidiaries is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee of the Companyindividual, which, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280GG or 404 of the Code. There is no contract, 404 agreement, plan or 162(m) arrangement to which the Company, any of its subsidiaries or any ERISA Affiliate is a party or by which it is bound to compensate any Employee for excise taxes paid pursuant to Section 4999 of the Code.

Executive Compensation Tax. There is no contract, agreement, plan -------------------------- or arrangement to which the Company is a partyparty as of the dates hereof, including, without limitation, including but not limited to 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, including, without limitation, including the provisions of this Agreement, covering any employee or former employee 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 Except as set forth in Company Schedule 2.9(c), 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, 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, including, without limitation, the provisions of this Agreement, covering any employee, former employee or former employee contract worker 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, including, without limitation, including the provisions of this Agreement, covering any employee or former employee of the Companyindividual, which, individually or collectively, could reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280GG or 404 of the Code. There is no contract, 404 agreement, plan or 162(m) arrangement to which the Company or any ERISA Affiliate is a party or by which it is bound to compensate any Employee for excise taxes paid pursuant to Section 4999 of the Code.

Executive Compensation Tax. There is no contract, agreement, plan or arrangement Contract to which the Company or its Subsidiary is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee of the CompanyCompany or its Subsidiary, 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, 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 CodeCode as a result of the transactions contemplated by this Agreement.

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, former employee or former employee contract worker 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 either Seller or the Company is a partyparty as of the date of this Agreement, including, without limitation, including but not limited to the provisions of this Agreement, covering any employee or former employee of either Seller or 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 or any of its subsidiaries 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 partyparty as of the dates hereof, including, without limitation, including but not limited to 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, 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 (1) Section 280G, 404 G or 162(m) of the Code.Code as a result of the transactions contemplated in this Agreement, or, (2) except as reflected on Section 2.10 of the Disclosure Schedule, pursuant to Section 404. ------------

Executive Compensation Tax. There is no contract, agreement, plan or --------------------------- arrangement to which the Company is a party, including, without limitation, including but not limited to the provisions of this Agreement, covering any employee or former employee of the Company, whichCompany that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 162(m), 280G, G or 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, including, without limitation, the provisions of this Agreement, covering any employee or former employee of the CompanyCompany or other person, 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 or any similar provision of applicable Law 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 the Company is a party, including, without limitation, including 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, or 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, including, without limitation, the provisions of this Agreement, covering any employee or former employee Employee of the CompanyCompany 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, G or 404 or 162(m) of the Code.

Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which the Company or any of its Subsidiaries is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee Employee of the CompanyCompany 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 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 the Company is a party, including, without limitation, the provisions of this Agreement, covering any employee or former employee Employee of the Company, which, individually or collectively, could give rise to the payment of any amount that would reasonably be expected to not be deductible pursuant to Sections 280G, G or 404 or 162(m) of the Code.

Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which any of the Company Acquired Companies is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee of the CompanyEmployee, 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 (other than the temporary disallowance of a deduction under Section 404(a)(5) of the Code).

Executive Compensation Tax. There is no contract, agreement, plan or arrangement to which the Company is a party, including, without limitation, including the provisions of this Agreement, covering any employee or former employee 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 or that would give rise to a penalty under Section 409A of the Code.

Executive Compensation Tax. There Except as set forth on Schedule 3.8(c), 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 CompanyCompany or other person, 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 CodeCode or any similar provision of Applicable Laws.