Common use of Intended Tax Consequences Clause in Contracts

Intended Tax Consequences. The parties intend that (i) taxable income will not be incurred by the Executive until the SAR Spread is actually paid, (ii) the Company or its affiliates will be entitled to deduct from its taxable income the full amount of the SAR Spread when it is actually paid, without limitation under Section 162(m) of the Code, (iii) FICA taxes will be incurred at the time of exercise of a SAR, even if payment of the resulting SAR Spread is deferred beyond exercise, and (iv) the SARs be structured in a manner so that they are compliant with Section 409A of the Code. The parties agree that in the event that it is determined that actual tax consequences are likely to differ from those described in the preceding sentence, they will make reasonable efforts in good faith to agree to modify this Agreement in a manner that still achieves as closely as possible the original intent of the parties; provided, however, in no event shall either party be liable to the other should actual tax consequences differ from those described in the preceding sentence.