definiens: within the meaning of Section 280 G of the Code, or any other similar payment, which is not deductible for federal, state, localor foreign Tax purposes . Additionally, there is no Contract to which the Company is a party, including the provisions of thisAgreement which, individually or collectively, ( i ) could give rise to the payment of any amount that would not be deductiblepursuant to Section 162(m ) or Section 280 G of the Code, ( ii ) is subject to Section 409A of the Code, or ( iii ) could requireParent or any affiliate of Parent to gross up a payment to any employee of the Company for Tax related payments or cause apenalty tax under Section 409A of the Code . No amount paid or payable by the Company pursuant to any Contract to whichthe Company is a party or under any Benefit Plan or this Agreement or otherwise, is not deductible pursuant toSection 162(m ) of the Code