Common use of Tax Limitations Clause in Contracts

Tax Limitations. If it is determined that any payment or distribution from Trinity, any Affiliate (as defined below), or trusts established by the Trinity or by any Affiliate to or for the benefit of Xxxxx (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, and with a “payment” including, without limitation, the vesting or payment of non-cash benefits or property) (a “Payment”) would be nondeductible by Trinity or its successor, as applicable, for Federal income tax purposes because of Section 280G of the Code, or any successor provision, then the aggregate present value of amounts payable or distributable to or for the benefit of Xxxxx pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. For purposes of this section, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible because of said Section 280G of the Code. The determination to be made hereunder shall be made within twenty (20) days after the date of termination by the accounting firm for Trinity (the “Accounting Firm”), which shall provide detailed calculations thereof to Trinity and to Xxxxx, provided, however, that Xxxxx shall elect which and how much of the Agreement Payments shall be reduced consistent with such calculations. The determination to be made by the Accounting Firm shall be binding upon Trinity and Xxxxx. For purposes of this Agreement, Trinity’s “Affiliates” include each company, corporation, partnership, bank, savings bank, savings and loan association, credit union or other financial institution, directly or indirectly, which is controlled by, controls, or is under common control with, Trinity (specifically including the Companies), and “control” means (x) the ownership of 51% or more of the voting securities or other voting interest or other equity interest of any corporation, partnership, joint venture or other business entity, or (y) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, partnership, joint venture or other business entity.