Common use of TAX LIMITATION Clause in Contracts

TAX LIMITATION. If any payment or benefit received or to be received by the Executive under this Agreement or any other of the Total Severance Benefits would not be deductible, in whole or in part, by the Company as a result of Section 280G of the Code, the payments and benefits under this Agreement shall be reduced until no portion of the Total Severance Benefits is nondeductible as a result of Section 280G of the Code. For the purposes of this Section 5: (a) Any portion of the Total Severance Benefits that the Executive has effectively waived in writing before the date on which that portion is received shall not be taken into account in determining the limitation on the Total Severance Benefits; (b) any portion of the Total Severance Benefits that does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code shall not be taken into account in determining the limitation on the Total Severance Benefits; and (c) the value of any non-cash benefit or deferred payment included in the Total Severance Benefits shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

TAX LIMITATION. If any payment or benefit received or to be received by the Executive under this Agreement or any other of the Total Severance Benefits would not be deductible, in whole or in part, by the Company as a result of Section 280G of the Code, the payments and benefits under this Agreement shall be reduced until no portion of the Total Severance Benefits is nondeductible as a result of Section 280G of the Code. For the purposes of this Section 5: (a) Any portion of the Total Severance Benefits that the Executive has effectively waived in writing before the date on which that portion is received shall not be taken into account in determining the limitation on the Total Severance Benefits; (b) any portion of the Total Severance Benefits that does not constitute a “"parachute payment” " within the meaning of Section 280G(b)(2) of the Code shall not be taken into account in determining the limitation on the Total Severance Benefits; and (c) the value of any non-cash benefit or deferred payment included in the Total Severance Benefits shall be determined by the Company’s 's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.