“Best Net” Exception Sample Clauses
The “Best Net” Exception clause defines a contractual provision that allows parties to determine obligations or payments based on the most favorable net outcome among multiple possible calculations or scenarios. In practice, this clause might apply when calculating damages, set-offs, or payments where several methods or sources could yield different net results, and the party is entitled to select the one that is most advantageous to them. Its core function is to ensure that the party invoking the clause is not disadvantaged by less favorable calculations, thereby maximizing their benefit or minimizing their liability under the agreement.
“Best Net” Exception. If Executive’s Total Change in Control Payments minus the Excise Tax payable on all such payments exceeds the 280G Cap minus $1.00, then the total payments to which Executive is entitled under this Agreement or otherwise will not be reduced pursuant to Section 7(f)(iii)(2). If the “best net” exception applies, Executive shall be responsible for paying any Excise Tax (and income or other taxes) that may be imposed on Executive pursuant to Code Section 4999 or otherwise.