Common use of Limitation on Amounts Payable Clause in Contracts

Limitation on Amounts Payable. If all or any portion of the amount of any payment or continuation of benefits made on account of this Agreement or otherwise would not be deductible for federal income tax purposes by the Company or its federal income tax affiliates (or other person who made or is required to make such payment under this Agreement) by reason of the application of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder, the aggregate amount of such payment shall be reduced until (i) no portion of the total amount of all payments and continuation of benefits under this Agreement is not deductible by a Company or its tax affiliates (or other person who made or is required to make such payment) by reason of the application of that section or (ii) the aggregate amount of such payment and continuation of benefits is reduced to zero as determined by the Company's independent tax counsel.