Common use of Application of Section 280G Clause in Contracts

Application of Section 280G. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of an independent certified public accountant other than the Company’s normal independent certified public accountants or tax counsel selected by such accountants (the “Accountants”), relying on the best authority available at the time of such determination (including, but not limited to, any proposed Treasury regulations upon which taxpayers may rely), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G.

Application of Section 280G. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) , i. such Covered Payments will be treated as “"parachute payments” " within the meaning of Section 280GG of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of an independent certified public accountant other than the Company’s normal 's independent certified public accountants or tax counsel selected by such accountants (the “"Accountants”"), relying on the best authority available at the time of such determination (including, but not limited to, any proposed Treasury regulations Regulations upon which taxpayers may rely), that the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “"base amount,” " or such “"parachute payments” " are otherwise not subject to such Excise Tax, and (and ii) . the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G.280G of the Code.

Application of Section 280G. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, , (iA) such Covered Payments will be treated as “"parachute payments” payments "within the meaning of Section 280GG of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of an independent certified public accountant other than the Company’s normal 's independent certified public accountants appointed prior to the Effective Date or tax counsel selected by such accountants Accountants (the “"Accountants”), relying on the best authority available at the time of such determination (including, but not limited to, any proposed Treasury regulations upon which taxpayers may rely"), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “portion of the "base amountamount allocable to such Covered Payments,” " or such “"parachute payments” " are otherwise other wise not subject to such Excise Tax, and and (iiB) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G.280G of the Code.

Application of Section 280G. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, , (iA) such Covered Payments will be treated as “"parachute payments” " within the meaning of Section 280GG of the Code, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of an independent certified public accountant other than the Company’s normal 's independent certified public accountants (or, if the Company does not have its own accounting firm, MetLife's independent certified public accountant) appointed prior to the Effective Date or tax counsel selected by such accountants Accountants (the “"Accountants”), relying on the best authority available at the time of such determination (including, but not limited to, any proposed Treasury regulations upon which taxpayers may rely"), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “portion of the "base amountamount allocable to such Covered Payments,” " or such “"parachute payments” " are otherwise not subject to such Excise Tax, and and (iiB) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G.280G of the Code.