Common use of Deductibility of Payments Clause in Contracts

Deductibility of Payments. Except pursuant to Sellers’ Benefit Plans or as set forth on Section 3.10(n) of the Disclosure Schedule, no current or former employee, director or independent contractor will become entitled to any change in control payment, or any bonus, retirement, severance, job security or similar benefit or any accelerated or enhanced payment or benefit (including any accelerated vesting of any equity-based compensation awards) in connection with the Transaction either alone or with additional subsequent events. Except as set forth in Section 3.10(n) of the Disclosure Schedule, there is no Contract, plan, Sellers’ Benefit Plan, or arrangement covering any employee or former employee of any member of the Seller Group (with respect to its relationship with such entities) that, individually or collectively, provides for the payment by any member of the Seller Group of any amount that is not deductible by such member of the Seller Group under Section 162(a)(1), 404 or 419 of the Code, whichever is applicable. No Contract, plan, Sellers’ Benefit Plan or arrangement covering any employee or former employee of the Seller Group provides for an “excess parachute payment” pursuant to Section 280G of the Code (individually or collectively) in connection with the Transaction or otherwise.