Grouped Into 21 Collections of Similar Clauses From Business Contracts
This page contains Section 280G clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Section 280G. (a) Notwithstanding anything contained in this Agreement to the contrary, (i) to the extent that any payment or distribution of any type to or for the benefit of Harris by Altimmune, any affiliate thereof, any person or entity who acquires ownership or effective control of Altimmune or ownership of a substantial portion of Altimmune's assets (within the meaning of Section 280G of the Code and the regulations thereunder), or any affiliate of such person or entity, whether paid or payable or distr...ibuted or distributable pursuant to the terms of this Agreement or otherwise (the "Payments") constitutes "parachute payments" (within the meaning of Section 280G of 8 the Code), and if (ii) such aggregate Payments would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), be less than the amount Harris would receive, after all taxes, if Harris received aggregate Payments equal (as valued under Section 280G of the Code) to only three times Harris's "base amount" (within the meaning of Section 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payments to be made or benefit to be provided to Harris shall be subject to the Excise Tax. (b) The determination of whether the Payments shall be reduced as provided in Section 22(a) hereof and the amount of such reduction shall be made at Altimmune's expense by an independent public accounting firm of national reputation selected by Altimmune (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation, to Altimmune and Harris within ten (10) days after Harris's final day of employment. If the Accounting Firm determines that no Excise Tax is payable by Harris with respect to the Payments, it shall furnish Harris with an opinion reasonably acceptable to the him that no Excise Tax will be imposed with respect to any such payments and, absent manifest error, such Determination shall be binding, final and conclusive upon Altimmune and Harris.View More
Section 280G. (a) Notwithstanding anything contained in this Agreement to the contrary, (i) to the extent that any payment or distribution of any type to or for the benefit of Harris Garg by Altimmune, any affiliate thereof, any person or entity who acquires ownership or effective control of Altimmune or ownership of a substantial portion of Altimmune's assets (within the meaning of Section 280G of the Code and the regulations thereunder), or any affiliate of such person or entity, whether paid or payable or ...distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Payments") constitutes "parachute payments" (within the meaning of Section 280G of 8 the Code), and if (ii) such aggregate Payments would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), be less than the amount Harris Garg would receive, after all taxes, if Harris Garg received aggregate Payments equal (as valued under Section 280G of the Code) to only three times Harris's Garg's "base amount" (within the meaning of Section 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payments to be made or benefit to be provided to Harris Garg shall be subject to the Excise Tax. 12 (b) The determination of whether the Payments shall be reduced as provided in Section 22(a) hereof and the amount of such reduction shall be made at Altimmune's expense by an independent public accounting firm of national reputation selected by Altimmune (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation, to Altimmune and Harris Garg within ten (10) days after Harris's Garg's final day of employment. If the Accounting Firm determines that no Excise Tax is payable by Harris Garg with respect to the Payments, it shall furnish Harris Garg with an opinion reasonably acceptable to the him that no Excise Tax will be imposed with respect to any such payments and, absent manifest error, such Determination shall be binding, final and conclusive upon Altimmune and Harris. Garg. View More
