Reduction of Payment. If, as provided in Appendix B, Executive would otherwise be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the amounts payable under this Agreement shall be reduced as provided in Appendix B.
Reduction of Payment. Notwithstanding anything in the foregoing to the contrary, if the payments made to Executive following a Termination Without Cause or Resignation For Good Reason or any of the other payments provided for in this Agreement, together with any other payments which Executive has the right to receive from the Bank would constitute a "parachute payment" (as defined in Section 280G of the Code), the payments pursuant to this Agreement shall be reduced to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that the determination as to whether any reduction in the payments under this Agreement pursuant to this proviso is necessary shall be made in good faith by the Bank's independent auditors or if such firm is no longer providing tax services to Bank to such other tax advisor as shall be mutually acceptable to Bank and Executive, and such determination shall be conclusive and binding on the Bank and Executive with respect to the treatment of the payment for tax reporting purposes.
Reduction of Payment. Notwithstanding anything in the foregoing to the contrary, if the severance payment or any of the other payments provided for in this Agreement, together with any other payments which Executive has the right to receive from the Company would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended, or such similar set of laws (the “Code”)), the payments pursuant to this Agreement shall be reduced to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code, provided, however, that the determination as to whether any reduction in the payments under this Agreement pursuant to this proviso is necessary shall be made in good faith by Xxxxx-Xxxxx LLP or if such firm is no longer providing tax services to Company to such other advisor as shall be mutually acceptable to Company and Executive, and such determination shall be conclusive and binding on the Company and Executive with respect to the treatment of the payment for tax reporting purposes.
Reduction of Payment. Notwithstanding anything in the foregoing to the contrary, if the payments made to Executive upon a Change in Control or any of the other payments provided for in this Agreement, together with any other payments which Executive has the right to receive from the Bank would constitute a "parachute payment" (as defined in Section 280G of the Code) the payments pursuant to this Agreement shall be reduced to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that the determination as to whether any reduction in the payments under this Agreement pursuant to this proviso is necessary shall be made in good faith by the Bank’s independent auditors or if such firm is no longer providing tax services to Bank to such other tax advisor as shall be mutually acceptable to Bank and Executive, and such determination shall be conclusive and binding on the Bank and Executive with respect to the treatment of the payment for tax reporting purposes.
Reduction of Payment. Notwithstanding anything in the foregoing to the contrary, if the payments made to Executive following a Termination Without Cause or Resignation For Good Reason or any of the other payments provided for in this Agreement, together with any other payments which Executive has the right to receive from Coast would constitute a “parachute payment” (as defined in Section 280G of the Code), the payments pursuant to this Agreement shall be reduced to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that the determination as to whether any reduction in the payments under this Agreement pursuant to this proviso is necessary shall be made in good faith by Coast’s independent auditors or if such firm is no longer providing tax services to Bank to such other tax advisor as shall be mutually acceptable to Bank and Executive, and such determination shall be conclusive and binding on Coast and Executive with respect to the treatment of the payment for tax reporting purposes.
Reduction of Payment. Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Executive shall not be entitled to receive any payment which, taking into account all payments, rights and benefits, would be deemed to be an "excess parachute payment" under Section 280G (of the Internal Revenue Code of 1986, as amended), and the amount of each payment shall be reduced to the extent necessary to ensure that the Executive receives no "parachute payment" in connection with a Change of Control; provided that no such reduction shall occur to the extent that Executive shall have elected to defer receipt of payments beyond the end of the two year period following the Date of Termination and such deferral shall have resulted in the present value of such payment not constituting an "excess parachute payment". Any such election by Executive, to be effective for purposes of this Agreement: (a) must be in irrevocable when made, (b) must be made in a writing delivered to the Company prior to the occurrence of a Change of Control, (c) must be for a period not be exceed five years after the two years anniversary of the Executive's Date of Termination, and (d) must be concurred in by the Company, on the basis of the advice of its tax advisors, as being both necessary and effective to reduce the extent to which payments to be made hereunder will constitute an "excess parachute payment". If, at any future date following the making of a payment hereunder, it shall have been determined by the IRS that such payment was in excess of the limits set forth in Section 280G, and such excess shall not have been caused by a voluntary action of the Executive not required by this Agreement, then the Executive shall be entitled to receive from the Company, and the Company shall pay to Executive promptly upon notification to the Company of such determination, an Excise Tax Adjustment Payment equal to the amount of all applicable U.S. federal, state and local taxes (computed at the maximum marginal rates and including interest penalties and any cost of contest or defense and including any applicable Excise Tax) imposed upon the Excise Tax Adjustment Payment.
Reduction of Payment. Notwithstanding anything contained in this Agreement to the contrary, to the extent any portion of the payment described herein or any other payment or distribution of any type to or for Employee by Employer, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) constitute “excess parachute payments” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder) that would be subject to the excise tax imposed under Section 4999 of the Code, such Payments will 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 Employee will be subject to such excise tax.
Reduction of Payment. As soon as possible after an Accident, the Insured shall utilize every available means to reduce the loss, including surplus machinery, duplicate parts, equipment, supplies and surplus or reserve stock, which may be owned, controlled or obtainable from other sources, all to the extent that the amount for which the Company would otherwise be liable under this Coverage is reduced. The Company may take such means as will in the opinion of the Company reduce or avert the loss, in whole or in part, including the disposition of salvage of Specified Property. All extra expense so incurred by the Insured as permitted in part c) of the Coverage Agreement or by the Insured at the written direction of the Company or by the Company, shall be a part of and not in addition to the Limit of Liability specified in the Declarations for this Coverage.
Reduction of Payment. If, at any time during which Executive is receiving salary or post-termination payments from the Company, he receives payments on account of mental or physical disability from any source, then the Company, at its discretion, may reduce his salary or post-termination payments by the amount of such disability payments.
Reduction of Payment. 16.1 When ATHX is exempted from performance of any obligations hereof under any applicable laws or regulation, including, without limitation, Title 11 of the United Sates Code, the Parties will work in good faith to make a reasonable adjustment, if fairly justified, to the payments under the Agreement reflecting and in proportion to (a) the reasonably estimated increase, if any, in the cost per unit of the Product or (b) other loss in value (not related to manufacturing) to Chugai resulting from the non-performance by ATHX of an obligation under the Agreement.
