Overall Compliance. In the event that it is reasonably determined by the Company and Executive that, as a result of Code Section 409A, any of the payments that Executive is entitled to under the terms of this Agreement or any nonqualified deferred compensation plan (as defined under Section 409A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Executive to be subject to an income tax penalty and interest, the Company will make such payment on the first day that would not result in Executive incurring any tax liability under Section 409A.
Overall Compliance. To the extent any provision of this Agreement or any omission from the Agreement would (absent this Section 19(b)) cause amounts to be includable in income under Code section 409A(a)(1), the Agreement shall be deemed amended to the extent necessary to comply with the requirements of Code section 409A; provided, however, that this Section 19(b) shall not apply and shall not be construed to amend any provision of the Agreement to the extent this Section 19(b) or any amendment required thereby would itself cause any amounts to be includable in income under Code section 409A(a)(1).
Overall Compliance. To the extent any provision of this Plan or any omission from the Plan would (absent this Section 17(b)) cause amounts to be includable in income under Code section 409A(a)(1), the Plan shall be deemed amended to the extent necessary to comply with the requirements of Code section 409A; provided, however, that this Section 17(b) shall not apply and shall not be construed to amend any provision of the Plan to the extent this Section 17(b) or any amendment required thereby would itself cause any amounts to be includable in income under Code section 409A(a)(1).
Overall Compliance. In the event that it is reasonably determined by Torrent or Xxxxxxxx that, as a result of Section 409A, any of the payments that Xxxxxxxx is entitled to under the terms of this Agreement or any nonqualified deferred compensation plan (as defined under Section 409A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Xxxxxxxx to be subject to an income tax penalty and interest as a result of failure to comply with or otherwise be exempt from Section 409A, Torrent will make such payment (with interest thereon) on the first day that would not result in Xxxxxxxx incurring any tax liability under Section 409A; provided, however, that if there is no date upon which such payment could be made without Xxxxxxxx incurring any tax liability under Section 409A, such payment shall be made as soon as practicable following the determination that Xxxxxxxx shall incur such tax liability. In addition, other provisions of this Agreement or any other plan notwithstanding, Torrent shall have no right to accelerate any such payment or to make any such payment as the result of an event if such payment would, as a result, be subject to the tax imposed by Section 409A. For purposes of Section 409A, the right to any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.
Overall Compliance. Borrower shall comply, and will cause its agents, employees, contractors, subgrantees and assigns, if any, to comply with the terms and conditions of this Agreement, including the Program Requirements. Accordingly, Borrower shall include in any contracts that it has with subcontractors, that performance under any such contract is subject to the Program Requirements, including record retention by the subcontractor and review rights by OHCS and others of such records consistent with monitoring of Borrower records hereunder, with OHCS as a third-party beneficiary.
Overall Compliance. Owner will comply, and will cause its agents, employees, contractors, subgrantees and assigns, if any, to comply with the terms and conditions of this Agreement, including all applicable Program Requirements.
Overall Compliance. This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment hereunder becomes subject to gross income inclusion under Code section 409A or additional penalty taxes under Code section 409A. To the extent that any terms of this Agreement are ambiguous, such terms shall be interpreted as necessary so that amounts payable under this Agreement are not includible in income under Code section 409A(a)(1).
Overall Compliance. In the event that it is reasonably determined by the Company or Executive that, as a result of Code Section 409A, any of the payments that Executive is entitled to under the terms of this Agreement or any nonqualified deferred compensation plan (as defined under Section 409A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Executive to be subject to an income tax penalty and interest, the Company will make such payment (with interest thereon) on the first day that would not result in Executive incurring any tax liability under Section 409A. In addition, other provisions of this Agreement or any other plan notwithstanding, the Company shall have no right to accelerate any such payment or to make any such payment as the result of an event if such payment would, as a result, be subject to the tax imposed by Section 409A.
Overall Compliance. Licensee and Licensee’s purchase of a Subscription, license of the Plixer Product and/or use of the Plixer Product will comply with this Agreement and all legal requirements applicable hereto.
