Better Off Sample Clauses
The "Better Off" clause ensures that a party will not be placed in a less favorable position as a result of a contract or specific event. In practice, this clause may require that if changes occur—such as amendments to terms, regulatory shifts, or restructuring—the affected party must be compensated or adjusted so that their overall position is at least as advantageous as it was before the change. Its core function is to protect parties from unintended negative consequences, thereby allocating risk and maintaining fairness throughout the contractual relationship.
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Better Off. If, following the date when Company ceases to be corporation described in Section 280G(b)(5)(A)(ii)(I) of the Code, it is determined by the Accountant that Executive shall become entitled to a Parachute Payment, which Parachute Payment shall be subject to the Excise Tax, then Company shall cause to be determined, before any amounts of any Parachute Payment is paid to Executive, which of the following two alternative forms of payment would result in Executive, on an after-tax basis, retaining the greater amount of Parachute Payments, notwithstanding that all or a portion of the Parachute Payments may be subject to the Excise Tax: (a) payment in full of all Parachute Payments or (b) payment of only a part of the Parachute Payments so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of this Section 5(B), the Accountant shall take into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at Executive’s actual marginal tax rate). If a Reduced Payment is made, (i) Executive shall have no rights to any additional payments and/or benefits constituting the Parachute Payments, and (ii) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to Executive as determined in Section 5(C).
Better Off of mothers demonstrating an increase in parenting behaviors (unduplicated) # of mothers completing annual PAT survey (unduplicated) #/% of moms who enroll during 1st or 2nd trimester will have a child weighing 2500 grams or greater (unduplicated) #/% of moms who make progress to meet their educational or employment goals identified on their goal sheet quarterly # of moms who list educational or employment goals on their goal sheet Semi-annual Performance Measure Narrative Report