Full Compliance. It is the intent of the parties that all compensation and benefits payable or provided to Executive (whether under this Agreement or otherwise) shall fully comply with, or be exempt from, the requirements of IRC Section 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance with the foregoing. Employer and Executive agree that they shall cooperate in good faith so that Executive does not incur any tax (including interest and/or penalties) under IRC Section 409A.
Full Compliance. Buyer has fully performed all of its obligations to be performed by Buyer on or before Closing. If any of the foregoing conditions is not fulfilled on or before the date by which such contingency is to have been satisfied and such condition has not otherwise been waived by Seller in writing, Seller may, in addition to any right or remedy expressly provided to Seller under this Agreement, by written notice to Buyer, cancel this Agreement.
Full Compliance. Fully comply with all of the terms, conditions and provisions of this Grant Agreement.
Full Compliance. It is the intent of the Parties that all compensation and benefits payable or provided to the Executive (whether under this Agreement or otherwise) shall fully comply with the requirements of Code Section 409A. The Company agrees that it will not, without the Executive’s prior written consent, take any action, or refrain from taking any action, that would result in the imposition of tax, interest and/or penalties upon the Executive under Code Section 409A, and that it will hold the Executive harmless if any action it takes results in the imposition of such tax, interest and/or penalties.
Full Compliance. It is the intent of the Parties that all compensation and benefits payable or provided to you (whether under this Agreement or otherwise) shall fully comply with the requirements of Section 409A of the Code. Within the time period permitted by the applicable Treasury Regulations, the Company may, subject to your written approval (such approval not to be unreasonably withheld), modify the Agreement, in the least restrictive manner necessary without diminution of value, in order to cause the provisions of the Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on you pursuant to Section 409A of the Code.
Full Compliance. It is the intent of the Parties that all compensation and benefits payable or provided to the Executive (whether under this Agreement or otherwise) shall fully comply with the requirements of Code Section 409A. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Code Section 409A. The Company agrees that it will not, without the Executive’s prior written consent, take any action, or refrain from taking any action, that would result in the imposition of tax, interest and/or penalties upon the Executive under Code Section 409A, and that it will hold the Executive harmless if any action it takes results in the imposition of such tax, interest and/or penalties. Any payment made by the Company to the Executive in reimbursement of any such tax, interest or penalties shall be paid by the end of the Executive’s taxable year immediately following the Executive’s taxable year in which the Executive (or the Company on his behalf) remits the related taxes, and which shall otherwise fully complies with Treasury Regulation Section 1.409A-3(i)(1)(v).
Full Compliance. It is the intent of the parties that all compensation and benefits payable or provided to the Executive (whether under this Agreement or otherwise) shall fully comply with the requirements of IRC Section 409A such that no amounts payable hereunder shall be subject to "additional tax" within the meaning of IRC Section 409A. Employer agrees that it will not, without Employee's prior written consent, take any action, or refrain from taking any action, that would result in the imposition of "additional tax", interest and/or penalties upon Employee under IRC Section 409A.
Full Compliance. Borrower and Weeks Corporation shall be in full --------------- compliance with all the terms and conditions of this Agreement.
Full Compliance. You acknowledge and agree that Catalent’s agreement to provide severance and other benefits under this Agreement is expressly contingent upon your full compliance with the provisions of this Agreement and the MESA and Securityholders Agreement, to the extent applicable.
Full Compliance. You acknowledge and agree that the Company’s agreement to provide the payments under this Agreement is expressly contingent upon your full compliance with the Company’s policies and procedures through the term of your employment.
