Such determination definition

Such determination pursuant to this Section shall take into account (i) whether the payments under this Agreement are "parachute payments" within the meaning of Section 280G and, if so, (ii) the amount of payments under Section 5 that constitutes "reasonable compensation" within the meaning of Section 280G. Nothing contained in this Agreement shall prevent the Corporation after a Change in Control from agreeing to pay the Officer's compensation or benefits in excess of those provided in this Agreement.
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Such determination shall take into account (i) whether the payments under this 1999 Agreement are "parachute payments" within the meaning of Section 280G and, if so, (ii) the amount of payments under this Section that constitutes reasonable compensation within the meaning of Section 280G. The fees and expenses of the accountants performing this calculation shall be paid in full by the Company. Nothing contained in this 1999 Agreement shall prevent the Company after a Control Transaction from agreeing to pay Executive compensation or benefits in excess of those provided in this 1999 Agreement.
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Such determination. The Master Servicer shall be entitled to reimbursement for any such advance as provided in Section 3.09 hereof.
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Examples of Such determination in a sentence

  • Such determination shall be made (i) by the Administrators by a majority vote of a Quorum consisting of such Administrators who were not parties to such action, suit or proceeding, (ii) if such a Quorum is not obtainable, or, even if obtainable, if a Quorum of disinterested Administrators so directs, by independent legal counsel in a written opinion, or (iii) by the Common Security Holder of the Trust.

  • Such determination shall be reflected in the minutes of the meetings of the Board of Directors.

  • Such determination shall be reflected in the minutes of the meetings of the Board.

  • Such determination shall be conclusive and binding on all present and future Holders.

  • Such determination shall be consistent with other leave provisions of this Agreement and shall give consideration to the circumstances and the wishes of the employee.

  • Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company of a written request for indemnification.

  • Such determination shall be made in good faith by the Manager; provided that if the Manager or its Affiliates is the Indemnified Person, by a majority vote of the directors of the Sponsor who are not parties to the applicable suit, action or proceeding.

  • Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants).

  • Such determination shall be made (1) by the Regular Trustees by a majority vote of a quorum consisting of such Regular Trustees who were not parties to such action, suit or proceeding, (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Regular Trustees so directs, by independent legal counsel in a written opinion, or (3) by the Common Security Holder of the Trust.

  • Such determination shall be made by the Accountants using reasonable good faith interpretations of the Code.