Common use of Exemption or Compliance Clause in Contracts

Exemption or Compliance. The Agreement and Separation Benefits paid in connection with it are intended to be exempt from or otherwise comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered, construed and interpreted in accordance with such intent. Any Separation Benefits that fail to qualify for the exemptions under Code Section 409A shall be paid or provided in accordance with the requirements of Code Section 409A. Notwithstanding the foregoing, the Employer Parties cannot guarantee that the Separation Benefits provided under the Agreement will satisfy all applicable provisions of Code Section 409A and the Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of the Executive in connection with this Agreement (including any taxes and penalties under Code Section 409A), and neither the Employer Parties nor any of its subsidiaries or affiliates shall have any obligation to indemnify or otherwise hold the Executive (or any beneficiary) harmless from any or all of such taxes or penalties.

Exemption or Compliance. The Agreement and Separation Benefits paid RSUs vesting and settling in connection with it are intended to be exempt from or otherwise comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”)Code, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered, construed and interpreted in accordance with such intent. Any Separation Benefits RSUs that fail to qualify for the exemptions under Code Section 409A of the Code shall be paid or provided in accordance with the requirements of Code Section 409A. 409A of the Code. Notwithstanding the foregoing, the Employer Parties Company cannot guarantee that the Separation Benefits RSUs provided under the Agreement will satisfy all applicable provisions of Code Section 409A of the Code and the Executive [Grantee / Participant] shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of the Executive Participant in connection with this Agreement (including any taxes and penalties under Code Section 409A409A of the Code), and neither the Employer Parties Company nor any of its subsidiaries or affiliates shall have any obligation to indemnify or otherwise hold the Executive [Grantee / Participant] (or any beneficiary) harmless from any or all of such taxes or penalties.