Common use of Nonqualified Deferred Compensation Clause in Contracts

Nonqualified Deferred Compensation. (i) Each “nonqualified deferred compensation plan” under which any of the Acquired Companies makes, is obligated to make or promises to make, payments subject to Section 409A of the Code, if any, has since the inception of each Acquired Company been operated in compliance with Section 409A of the Code, and the applicable Treasury Regulations and IRS guidance thereunder so as to avoid any Tax pursuant to Section 409A of the Code and the document or documents that evidence each such plan have, since the inception of each Acquired Company, conformed to the provisions of Section 409A of the Code and the Treasury Regulations thereunder. No payment pursuant to any arrangement between any of the Acquired Companies and any “service provider” (as such term is defined in Section 409A of the Code and the Treasury Regulations thereunder) would subject any Person to a Tax pursuant to Section 409A of the Code, whether pursuant to the consummation of the transactions contemplated by this Agreement or otherwise. No Company Benefit Arrangement or other Contract provides a gross-up or other indemnification for any Taxes that may be imposed for failure to comply with the requirements of Section 409A of the Code.

Nonqualified Deferred Compensation. (i) Each “nonqualified deferred compensation plan” under which any of the Acquired Companies Company makes, is obligated to make or promises to make, payments subject to Section 409A of the Code, if any, has has, since the inception of each Acquired Company the Company, been operated in compliance with Section 409A of the Code, and the applicable Treasury Regulations and IRS guidance thereunder so as to avoid any Tax pursuant to Section 409A of the Code and the document or documents that evidence each such plan have, since the inception of each Acquired the Company, conformed to the provisions of Section 409A of the Code and the Treasury Regulations thereunder. No payment pursuant to any arrangement between any of the Acquired Companies Company and any “service provider” (as such term is defined in Section 409A of the Code and the Treasury Regulations thereunder) would subject any Person to a Tax pursuant to Section 409A of the Code, whether pursuant to the consummation of the transactions contemplated by this Agreement or otherwise. No Company Benefit Arrangement or other Contract provides a gross-up up, reimbursement or other indemnification for any Taxes Tax or related interest or penalty that may be imposed for failure to comply with the requirements of Section 409A of the Code.

Nonqualified Deferred Compensation. (i) Each “nonqualified deferred compensation plan” under which any of the Acquired Companies makes, is obligated to make or promises to make, payments subject to Section 409A of the Code, if any, has since the inception of each Acquired Company been operated is in compliance with Section 409A of the Code, and the applicable Treasury Regulations and IRS guidance thereunder so as to avoid any Tax pursuant to Section 409A of the Code and the document or documents that evidence each such plan have, since the inception of each Acquired Company, conformed conforms to the provisions of Section 409A of the Code and the Treasury Regulations thereunder. No payment pursuant to any arrangement between any of the Acquired Companies and any “service provider” (as such term is defined in Section 409A of the Code and the Treasury Regulations thereunder) would subject any Person to a Tax pursuant to Section 409A of the Code, whether pursuant to the consummation of the transactions contemplated by this Agreement or otherwise. No Company Benefit Arrangement or other Contract provides a gross-up up, reimbursement or other indemnification for any Taxes Tax or related interest or penalty that may be imposed for failure to comply with the requirements of Section 409A of the Code.

Nonqualified Deferred Compensation. (i) Each Company Benefit Arrangement that constitutes in any part a “nonqualified deferred compensation plan” under which any within the meaning of the Acquired Companies makes, is obligated to make or promises to make, payments subject to Section 409A of the Code, if any, Code has since the inception of each Acquired Company been operated and maintained in operational and documentary compliance with Section 409A of the Code, and the applicable Treasury Regulations and IRS guidance thereunder so as to avoid any Tax pursuant to Section 409A of the Code and the document or documents that evidence each such plan have, since the inception incorporation of each Acquired the Company, conformed to the provisions of Section 409A of the Code and the Treasury Regulations thereunder. No payment pursuant to any arrangement between the Company or any of the Acquired Companies its Subsidiaries and any “service provider” (as such term is defined in Section 409A of the Code and the Treasury Regulations thereunder) would subject any Person to a Tax pursuant to Section 409A of the Code, whether pursuant to the consummation of the transactions contemplated by this Agreement or otherwise. No Company Benefit Arrangement or other Contract provides a gross-up up, reimbursement or other indemnification for any Taxes Tax or related interest or penalty that may be imposed for failure to comply with the requirements of Section 409A of the Code.