Common use of Tax Limitations Clause in Contracts

Tax Limitations. If any payments under this Agreement, after taking in account all other payments to which the Executive is entitled from the Company, or any affiliate thereof, are more likely than not to result in a loss of a deduction to the Company by reason of section 280G of the Internal Revenue Code of 1986 or any successor provision to that section, such payments shall be reduced by the least amount required to avoid such loss of deduction. If the Executive and the Company shall disagree as to whether a payment under this Agreement is more likely than not to result in the loss of a deduction, the matter shall be resolved by an opinion of tax counsel chosen by the Company's independent auditors. The Company shall pay the fees and expenses of such counsel, and shall make available such information as may be reasonably requested by such counsel to prepare the opinion. If, by reason of the limitations of this paragraph 5, the maximum amount payable to the Executive under paragraph 4 above cannot be determined prior to the due date for such payment, the Company shall pay on the due date the minimum amount which it in good faith determines to be payable and shall pay the remaining amount, with interest calculated at the rate prescribed by section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as soon as such remaining amount is determined in accordance with this paragraph 5.