Common use of Certain Reduction of Payments Clause in Contracts

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any portion of the sum of (i) the amounts paid or payable to the Executive or for the Executive's benefit under the Agreement (the "Agreement Benefits") and (ii) the amount of all other payments, and the value of all other benefits received or to be received by the Executive or for the Executive's benefit (collectively, along with Agreement Benefits, referred to as "Benefits"), is likely to result in the imposition of a tax to the Executive or his estate under Code Section 4999 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), the aggregate present value of the Agreement Benefits yet to be paid to the Executive shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Agreement, "Reduced Amount" shall be an amount expressed as a single sum that maximizes the aggregate present value of Agreement Benefits previously paid and yet to be paid to the Executive without causing the aggregate of any Benefits previously paid and yet to be paid to the Executive to be subject to taxation to the Executive or his estate under Section 4999 of the Code. The provisions of this subsection (a) and subsection (b) shall be applied in a manner that is consistent with the provisions of subsection (c) below, and to the extent required, the provisions of subsection (c) shall supersede the provisions of this subsection (a) and subsection (b) to permit such consistency.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any portion of the sum of (i) the amounts paid or payable to the Executive or for the Executive's benefit under the Agreement (the "Agreement Benefits") and (ii) the amount of all other payments, and the value of all other benefits received or to be received by the Executive or for the Executive's benefit (collectively, along with Agreement Benefits, referred to as "Benefits"), is likely to result in the imposition of a tax to the upon Executive or his estate under Code Section 4999 of the Internal Revenue Code of 1986, as amended from front time to time (the "Code"), the aggregate present value of the Agreement Benefits yet to be paid to the Executive shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Agreement, "Reduced Amount" shall be an amount expressed as a single sum that maximizes the aggregate present value of Agreement Benefits previously paid and yet to be paid to the Executive without causing the aggregate of any Agreement Benefits previously paid and yet to be paid to the Executive to be subject to taxation to the Executive or his estate under Section 4999 of the Code. The provisions of this subsection (a) and subsection (b) below shall be applied in a manner that is consistent with the provisions of subsection (c) below, and to the extent required, the provisions of subsection (c) shall supersede the provisions of this subsection (a) and subsection (b) to permit such consistency.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, if in the event that it is shall be determined that any portion payment or distribution by the Company to or for the benefit of the sum of (i) the amounts Xxxxxx, whether paid or payable or distributed or distributable pursuant to the Executive terms of this Agreement or for the Executive's benefit under the Agreement otherwise (the a "Agreement Benefits") and (ii) the amount of all other payments, and the value of all other benefits received or to be received by the Executive or for the Executive's benefit (collectively, along with Agreement Benefits, referred to as "BenefitsPayment"), is likely to result in would constitute an "excess parachute payment" within the imposition meaning of a tax to the Executive or his estate under Code Section 4999 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), and that it would be economically advantageous to Xxxxxx to reduce the Payment to avoid or to reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of Xxxxxx pursuant to this Agreement Benefits yet (such payments or distributions pursuant to be paid this Agreement are hereinafter referred to the Executive as "Agreement Payments") shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Agreement, The "Reduced Amount" shall be an amount expressed as a single sum that in present value which maximizes the aggregate present value of Agreement Benefits previously paid and yet to be paid to the Executive Payments without causing the aggregate of any Benefits previously paid and yet to be paid to the Executive Payment to be subject to the taxation to the Executive or his estate under Section 4999 of the Code. The provisions For purposes of this subsection (a) and subsection (b) Section 10, present value shall be applied determined in accordance with Section 280G(d)(4) of the Code. Each of BPLSC, BAC and BMC covenant and agree that it shall use its best efforts to obtain a manner vote of more than 75% of its owners, or of the unitholders of BPLP, as applicable, pursuant to the requirements of Section 280G(b)(5)(B) of the Code, in order to preclude the limitations of this Section from applying; provided, however, that is consistent with nothing contained herein shall result in BPLSC, BAC, BMC or BPLP being required to pay any taxes imposed on Xxxxxx by reason of the provisions of subsection (c) below, and to Section 4999 of the extent required, the provisions of subsection (c) shall supersede the provisions of this subsection (a) and subsection (b) to permit such consistencyCode.