Reduction in Payments. Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments to the Executive under this Section 6, either alone or together with other payments the Executive has a right to receive from the Company, would not be deductible (in whole or in part) by the Company as a result of such payments constituting a "parachute payment" (as defined in Section 280G of the Internal Revenue Code, as amended (the "Code")), such payments shall be reduced to the largest amount as will result in no portion of the payments under this Section 6 not being fully deductible by the Company as the result of Section 280G of the Code. The determination of any reduction in the payments under this Section 6 pursuant to the foregoing sentence shall be made exclusively by the firm of independent public accountants serving as the Company's principal auditors immediately prior to the Termination Date (whose fees and expenses shall be borne by the Company), and such determination shall be conclusive and binding on the Company and the Executive.
Reduction in Payments. In the event any Payment (as defined below) would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, the Company shall reduce (but not below zero) the aggregate present value of the Payments under this Agreement to the Reduced Amount (as defined below), if reducing the Payments under this Agreement will provide the Executive with a greater net after-tax amount than would be the case if no reduction was made.
Reduction in Payments. Notwithstanding any provisions herein to the contrary, in the event that the Borrower fails to pay in full in respect of any amount due to the Facility Agent pursuant to the relevant Finance Document on the due date relating thereto, for any reasons whatsoever, the obligation of the Facility Agent to make the payments referred to in this Clause 23 to the Lenders shall be reduced pro rata by the shortfall in the payment received by the Facility Agent.
Reduction in Payments. (a) For purposes of this section, (i) "
Reduction in Payments. (a) For purposes of this section, (i) "Payment" shall mean any payment or distribution in the nature of compensation to or for the benefit of EMPLOYEE, whether paid or payable pursuant to this Agreement or otherwise; (ii) "Agreement Payment" shall mean a Payment paid or payable pursuant to this Agreement (disregarding this Section); (iii) "Net After Tax Receipt" shall mean the Present Value of a Payment net of all taxes imposed on EMPLOYEE with respect thereto under Sections 1 and 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), determined by applying the highest marginal rate under Section 1 of the Code which applied to the EMPLOYEE'S taxable income for the immediately preceding taxable year; (iv) "Present Value" shall mean such value determined in accordance with Section 2800 (d)(4) of the Code; and (v) "Safe Harbor" shall mean the sum of $1.00 less than three times the EMPLOYEE'S "base amount" within the meaning of that term in Section 280G of the Code.
Reduction in Payments. The amount of any payments of compensation and benefits to Executive under this Section 6 shall be reduced by the amount, if any, necessary to prevent any part of such payments from being treated as an "excess parachute payment" (as that term is defined for purposes of Section 280G(b)(1) of the Code and the related federal tax regulations); provided, however that such reduction shall apply only if the reduction will result in payments to Executive under this Section 6 which have, after consideration of all applicable taxes, a greater after-tax benefit to Executive than the amount of such payments to Executive under this Section 6 computed without such reduction. The determination of relative benefits shall be made by the Company on the basis of information supplied by Executive.
Reduction in Payments a. For purposes of this Section 10, (i) "
Reduction in Payments. To the extent that any payments or benefits provided under Section 5 of this Agreement, or any other type of benefit or payment made to the Executive or for his benefit by the Company or any of its Affiliates, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the “Total Payments”) would be subject to the excise tax imposed under Section 4999 of the Code, the Total Payments shall be reduced so that the maximum value of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount that would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, provided that no reduction in the Total Payments shall be made if the net after-tax amount of the Total Payments retained by the Executive after reduction are less than the net-after tax amount of the Total Payments retained by the Executive without any reduction under this Section 20. If the Total Payments are subject to reduction under this Section 20, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any Target Bonus, Final Equity Amount or Severance Benefits, as applicable, then by reducing or eliminating any accelerated vesting of any stock option awards, then by reducing or eliminating any accelerated vesting of any restricted stock or restricted stock unit awards, and finally by reducing or eliminating any other remaining Total Payments. The preceding provisions of this Section shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. Any determination that the Total Payments must be reduced in accordance with this Section 20 and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors it may deem appropriate in the circumstances.
Reduction in Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that Deloitte & Touche or such other accounting firm as shall be designated by the Company prior to the Effective Time (the “Accounting Firm”) shall determine that receipt of all payments, benefits or distributions by the Company or its affiliates in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement that are taxable in the year in which the change in ownership or control occurs (the “Agreement Payments”) to the Reduced Amount (as defined below). The Agreement Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were reduced to the Reduced Amount. If such a determination is not made by the Accounting Firm, the Executive shall receive all Agreement Payments to which the Executive is entitled under this Agreement.
Reduction in Payments. 35 Article 9 -- Termination, Amendment and Waiver................................35
