IRC Violations Clause Samples
The "IRC Violations" clause defines the consequences and procedures that apply if a party violates provisions of the Internal Revenue Code (IRC) in the context of the agreement. Typically, this clause outlines the responsibilities of the parties in the event of such a violation, such as notification requirements, potential indemnification, or corrective actions that must be taken. For example, if a party's actions cause a tax-exempt bond to lose its status due to an IRC violation, the clause may specify who bears the resulting costs or penalties. The core function of this clause is to allocate risk and clarify the parties' obligations in the event of tax law breaches, thereby reducing uncertainty and potential disputes.
IRC Violations. Any provision in this Agreement to the contrary notwithstanding, in no event will Employee receive a payment which would trigger the excise taxes and disallowance of deductions contemplated by Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the "Code"). In the event that any amount calculated would result in such a payment, such amount shall be reduced to the largest amount that would not result in such a payment. This reduction shall apply to any and all compensation, including compensation pursuant to stock option grants governed by separate agreement between the Company and Employee. If, at the time of any such payment, no stock of the Company is readily tradeable on an established securities market or otherwise, then the Company agrees to use its best efforts to cause such payment to meet the exemption set forth in Sections 280G(b)(5)(A)(ii) and (B) of the Code, so that no reduction will be required under this Agreement."
IRC Violations. Any provision in this Agreement to the contrary notwithstanding, in no event will Executive receive a payment which would trigger the excise taxes and disallowance of deductions contemplated by Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the "Code"). In the event that any amount calculated would result in such a payment, such amount shall be reduced to the largest amount that would not result in such a payment. This reduction shall apply to any and all compensation, including compensation pursuant to stock option grants governed by separate agreement between STAR and Executive. If, at the time of any such payment, no stock of STAR is readily tradeable on an established securities market or otherwise, then STAR agrees to use its best efforts to cause such payment to meet the exemption set forth in Sections 280G(b)(5)(A)(ii) and (B) of the Code, so that no reduction will be required under this Agreement."