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Any payments under this Amendment are intended to qualify for an exemption from application of Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. The Company makes no representation or warranty and will have no liability to you or any other person if any provisions of this Amendment are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, [Section 409A].

AnyThe Company intends that all payments and benefits provided under this AmendmentAgreement or otherwise are intended to qualify for an exemption from applicationexempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amendedamended, and any Treasury Regulations and other guidance promulgated thereunder (“[Section 409A]”) so that none of the payments or comply with its requirementsbenefits will be subject to the extent necessary to avoid adverse personaladditional tax consequencesimposed under Section 409A, and any ambiguities herein shallwill be interpreted accordingly. The Company makes no representation or warranty and will have no liability to you or any other person if any provisions of this Amendment are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, [Section 409A].so comply.

Any payments under this Amendment are[Section 409A]. This Agreement is intended to qualify for an exemption from application ofcomply with Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) or complyan exemption thereunder and shall be construed and interpreted in a manner that is consistent with itsthe requirements to the extent necessary to avoid adverse personal tax consequencesfor avoiding additional taxes or penalties under Section 409A, and any ambiguities herein shall be interpreted accordingly. The409A of the Code. Notwithstanding the foregoing, the Company makes no representation or warrantyrepresentations that the payments and will havebenefits provided under this Agreement comply with Section 409A of the Code and in no liability to youevent shall the Company be liable for all or any portion of any taxes, penalties, interest or other person if any provisionsexpenses that may be incurred by the Participant on account of this Amendment are determined to constitute deferred compensation subject tonon-compliance with Section 409A but do not satisfy an exemption from, orof the conditions of, [Section 409A].Code.

Any payments under this Amendment are intendedInternal Revenue Code Section 409A. The parties intend to qualify for an exemption from applicationcomply with the requirements of Sectionsection 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”). All payments under this Agreement are intended to either be exempt from or comply with itsthe requirements of Section 409A. All payments made under this Agreement shall be paid in accordance with the terms of this Agreement. The parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, penalty or interest under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to you hereunder. If any payment or benefit provided to you in connection with your “separation from service” within the meaning of [Section 409A] is determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A], then such payment or benefit will not be paid until the first payroll date to occur following the six-month anniversary of your Retirement Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date will be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments will be paid without delay in accordance with their original schedule. Each payment under this Agreement shall be treated as a separate payment of compensation for purposes of [Section 409A]. Any reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that # any reimbursement is for expenses incurred during the period of time specified in the Agreement, # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, # the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and # the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything in this Agreement to the contrary, the Company shall not make any deductions for money or property that you owe to the Company, offset or otherwise reduce any sums that may be due or become payable to or for the account of you with respect to any arrangements other than pursuant to the terms of this Agreement, from amounts that constitute deferred compensation for purposes of [Section 409A] and except as required by law. Your right to any deferred compensation, as defined under Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent necessary to avoid adverse personal tax consequencesadditional tax, penalties and/or interest under Section 409A, and409A. Nothing herein, including the foregoing sentence, shall change the Company’s rights and/or remedies under the Agreement and/or applicable law. In no event shall the Company Group be liable for any ambiguities herein shall be interpreted accordingly. The Company makes no representationpenalties, costs, damages, levies or warranty and will have no liability totaxes imposed on you or any other person if any provisions of this Amendment are determined to constitute deferred compensation subjectpursuant to Section 409A but do not satisfy an exemption from, or the conditions of, [Section 409A].409A.

AnyGeneral. The payments under this Amendmentand benefits provided hereunder are intended to qualify for an exemptionbe exempt from applicationor compliant with the requirements of Section 409A of the Internal RevenueCode. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company reasonably determines that any payments or benefits hereunder are not either exempt from or compliant with the requirements of Section 409A of the Code, the Company shall have the right to adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that are necessary or appropriate # to preserve the intended tax treatment of the payments and benefits provided hereunder, to preserve the economic benefits with respect to such payments and benefits, and/or # to exempt such payments and benefits from Section 409A of the Code of 1986, as amended (“[Section 409A]”) or to comply with itsthe requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder; provided, however, that this Section 17.1 does not, and shall not be construed so as to, create any obligation on the part of the Company to the extent necessaryadopt any such amendments, policies or procedures or to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. The Company makes no representation or warranty and will have no liability to you ortake any other person ifsuch actions or to indemnify the Employee for any provisions of this Amendment are determinedfailure to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, [Section 409A].so.

AnyThe intent of the parties is that payments and benefits under this Amendment are intended to qualify for an exemption from applicationAgreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“[amended, and regulations and other guidance of the Treasury and the Internal Revenue Service promulgated thereunder (collectively “Code Section 409A]”409A”) or comply with its requirementsan exemption therefrom and, accordingly, to the maximum extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities hereinpermitted, this Agreement shall be interpreted accordingly. Theto be in compliance therewith. In no event whatsoever shall the Company makes no representation or warranty and will have no liability to you or any of its subsidiaries be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A. To the extent that reimbursements or other person ifin-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, # all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you, # any provisionsright to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and # no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Notwithstanding any other provision of this Amendment are determinedAgreement to constitutethe contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensationcompensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A but do not satisfy an exemption from, or the conditions of, [Section 409A].409A.

Any payments under this Amendment are intended to qualify for an exemption[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 applicationor compliant with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended1986 (“[Section 409A]the Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or comply withguaranteed. Neither the Company nor its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities hereindirectors, officers, employees or advisers shall be interpreted accordingly. The Company makes no representationheld liable for any taxes, interest, penalties or warranty and will have no liability to you or any other person if any provisionsmonetary amounts owed by Employee as a result of this Amendment are determined to constitute deferred compensation subject tothe application of Section 409A but do not satisfy an exemption from, orof the conditions of, [Section 409A].Code.

Any payments under this Amendment areThis Agreement is intended to qualify for an exemption from application ofcomply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“[(together with the applicable regulations thereunder, “[Section 409A]”) or comply with its requirementsrespect to the extent necessary to avoid adverse personal tax consequences under Section 409A,amounts, if any, subject thereto and any ambiguities herein shall be interpreted accordingly.interpreted, construed and performed consistent with such intent. For purposes of [Section 409A], each payment made under this Agreement shall be designated as a “separate payment” within the meaning of [Section 409A]. The Company makes no representation or warrantyrepresentations regarding the tax implications of the compensation and will have no liabilitybenefits to you or any other person if any provisions ofbe paid to Executive under this Amendment are determined to constitute deferred compensation subject toAgreement, including, without limit, under Section 409A but do not satisfy an exemption from, or the conditions of, [Section 409A].409A.

Any[Section 409A]. This Agreement and the payments under this Amendmentand benefits provided hereunder are intended to qualify for an exemptionbe exempt from applicationthe requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“[and the Treasury regulations and interpretive guidance issued thereunder (collectively, “[Section 409A]”) or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. The Companyconstrued and administered in accordance with such intent. Notwithstanding the foregoing, the [[Organization A:Organization]] makes no representationrepresentations that the payments or warrantybenefits provided under this Agreement are exempt from the requirements of [Section 409A] and will havein no liability to youevent shall the [[Organization A:Organization]] or any other person ifReleased Party be liable for all or any provisionsportion of this Amendment are determined to constitute deferred compensation subject toany taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A but do not satisfy an exemption from, or the conditions of, [Section 409A].409A.

Any[Section 409A]. The provisions regarding all payments under this Amendmentto be made hereunder shall be interpreted in such a manner that all such payments either comply with Section 409A of the Code or are intended to qualify for an exemptionexempt from applicationthe requirements of Section 409A of the Internal Revenue Code as “short-term deferrals” as described in Section 409A of 1986,the Code. To the extent that any amounts payable hereunder are determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, such amounts shall be subject to such additional rules and requirements as amended (“[Section 409A]”) orspecified by the Committee from time to time in order to comply with its requirementsSection 409A of the Code and the payment of any such amounts may not be accelerated or delayed except to the extent necessary to avoid adverse personal tax consequences underpermitted by Section 409A, and any ambiguities herein shall be interpreted accordingly.409A of the Code. The Company makes no representation or warranty and willshall have no liability to youany Participant or any other person if any payments under any provisions of this AmendmentPlan are determined to constitute deferred compensation under Section 409A of the Code that are subject to the twenty percent (20%) additional tax under Section 409A but do not satisfy an exemption from, orof the conditions of, [Section 409A].Code.

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