The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any Treasury Regulations and other guidance promulgated thereunder (“[Section 409A]”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.
The Company intends[Section 409A]. This Agreement shall be interpreted and administered in a manner so that all payments and benefitsany amount or benefit payable hereunder shall be paid or provided under this Agreementin a manner that is either exempt from or otherwise are exempt from, or comply with,compliant with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended,1986 (“the Code”) and anyapplicable Internal Revenue Service guidance and Treasury Regulations and other guidance promulgated thereunder (“[Section 409A]”) so that noneissued thereunder. Nevertheless, the tax treatment of the paymentsbenefits provided under the Agreement is not warranted or benefits willguaranteed. Neither the Company nor its directors, officers, employees or advisers shall be subject toheld liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the additional tax imposed underapplication of Section 409A, and any ambiguities herein will be interpreted to so comply.409A of the Code.
The Company intends that all[Section 409A]. This Agreement and the payments and benefits provided under this Agreement or otherwisehereunder are intended be exempt from, or comply with,from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and anythe Treasury Regulationsregulations and otherinterpretive guidance promulgatedissued thereunder (“[(collectively, “[Section 409A]”) soand shall be construed and administered in accordance with such intent. Notwithstanding the foregoing, the makes no representations that none of the payments or benefits willprovided under this Agreement are exempt from the requirements of [Section 409A] and in no event shall the or any other Released Party be subject to the additional tax imposed underliable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A, and any ambiguities herein will be interpreted to so comply.409A.
[Section 409A]. The Company intends that all payments and benefits provided under this Agreementhereunder are intended to comply with or otherwise arebe exempt from, or comply with,from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and anythe Treasury Regulations and other guidance promulgated thereunder (“[(collectively, “[Section 409A]”) so that none of the payments or benefits, and will be subject to the additional tax imposed under Section 409A,interpreted, operated and any ambiguities herein will be interpreted to so comply.administered in a manner consistent with that intent.
SEVENTH: The Company intends that all payments and benefits provided under this Agreement are intended to comply with or otherwise arebe exempt from, or comply with, the requirements offrom Section 409A of the Internal Revenue Code of 1986, as amended, and any Treasury Regulations and other guidancethe regulations promulgated thereunder (“[Section 409A]”(collectively, the “Code”) so that noneand, to the extent it would not adversely affect the Company, the Company agrees to interpret, apply, and administer this Agreement in the least restrictive manner to comply with or be exempt from such requirements without resulting in any diminution in the value of the payments or benefits will be subject to the Employee. In no event whatsoever shall the Company be liable for any additional taxtax, interest or penalty that may be imposed underon Employee by Code Section 409A, and any ambiguities herein will be interpreted409A or damages for failing to so comply.comply with Code Section 409A.
The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code. The intent of the parties is that payments under this Agreement comply with or be exempt from Section 409A of the Code of 1986, as amended, and any Treasury Regulationsthe regulations and other guidance promulgated thereunder (“[(collectively “[Section 409A]”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply..
The[Section 409A]. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company intendsmakes no representations that allthe payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements ofwith Section 409A of the Internal Revenue Code and in no event shall the Company be liable for all or any portion of 1986, as amended, and any Treasury Regulations andtaxes, penalties, interest or other guidance promulgated thereunder (“[expenses that may be incurred by the Participant on account of non-compliance with Section 409A]”) so that none409A of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.Code.
The Company intends that all paymentsSection # Effect of Code Section 409A and other tax matters. Payments and benefits provided under this Agreement or otherwise are intended to be exempt from, or comply with,from the requirements of Sectionunder Code section 409A of the Internal Revenue Code (“Code Section 409A”), and all provisions of 1986, as amended,the Agreement shall be interpreted in accordance with the applicable exemptions. To the extent any payment or benefit is subject to Code section 409A, the Agreement shall be interpreted in accordance with Code Section 409A and anyDepartment of Treasury Regulationsregulations and other interpretive guidance promulgated thereunder (“[Section 409A]”) soissued thereunder, including without limitation any such regulations or other guidance that none ofmay be issued after the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.date hereof.
The Company intendsparties intend that allany payments andor benefits providedto be made under this Agreement comply with or otherwise arebe exempt from, or comply with, the requirements offrom Section 409A of the Internal Revenue Code of 1986, as amended,1986 and any Treasury Regulationsthe regulations and other guidance promulgated thereunder (“[(collectively, “Code Section 409A]”409A”) so that none of the payments or benefitsand, accordingly, this Agreement will be subjectadministered and interpreted in a manner consistent with this intent. In the event that any provision would cause this Agreement to fail to satisfy Code Section 409A, the parties agree to negotiate in good faith to amend the Agreement so as to prevent the imposition of any additional tax or interest pursuant to Code Section 409A to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.extent possible.
The Company intends that all payments and benefits provided under this Agreement or otherwisethe payment schedules set forth herein are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any Treasury Regulations and other guidance promulgated thereunder (“[Section 409A]”). Accordingly, the Agreement shall be interpreted and performed so as to be exempt from [Section 409A], but if that none ofis not possible, the Agreement shall be interpreted and performed so as to comply with Section 409A. In the event any payments or benefits are deemed by the IRS to be non-compliant, this Agreement, at Employee’s option, shall be modified, to the extent practical, so as to make it compliant by altering the payments or benefits willthe timing of their receipt. The methodology to effect or address any necessary modifications shall be subject to reasonable and mutual agreement between the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.parties.
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