Common use of Tax Provision Clause in Contracts

Tax Provision. All payments and benefits provided under the Employment Agreement are intended to be exempt from, or to comply with, the requirements of section 409A of the Code and this Release shall be interpreted and administered in accordance with these intentions. The Severance Benefits and rights to COBRA Reimbursement under the Employment Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception of Treas. Reg. Section 1.409A-1(b)(4), to the maximum extent applicable, and then under the “separation pay” exception of Treas. Reg. Section 1.409A-1(b)(9)(iii), to the maximum extent applicable. All payments that are subject to Section 409A that are to be made upon a termination of the Releasee’s employment may only be made upon the Releasee’s “separation from service,” as defined in Treas. Reg. Section 1.409A-1(h), from the Company. For purposes of section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments and each such installment shall be treated as a separate payment. With respect to any payments that are subject to section 409A of the Code, in no event shall the Releasee, directly or indirectly, designate the calendar year of a payment. Any reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Treas. Reg. Section 1.409A- 3(i)(1)(iv). Notwithstanding the foregoing, the Releasee acknowledges that he has been advised to seek the advice of a tax advisor with respect to the tax consequences of all payments pursuant to the Employment Agreement, including any adverse tax consequence under section 409A and applicable State tax law, and neither the Company nor any of its members, officers, employees, agents or affiliates shall be responsible for any such adverse tax consequences or guarantees any particular tax consequences to the Releasee with respect to payments and benefits under the Employment Agreement.