Adjustments in Respect of the Payment Cap. (i) If Executive receives reduced payments and benefits under this Section 14 and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a “Final Determination”) that, to the extent consistent with Section 409A and notwithstanding the good faith of the parties in applying the terms of this Section 14, the aggregate “parachute payments” within the meaning of Section 280G paid to Executive are in an amount that would result in Executive being subject to an Excise Tax and, taking into account the amount of such aggregate parachute payments, the Payment Cap should not have been applied under this Section 14, then the Company shall pay Executive within 30 days following such Final Determination an amount equal to the excess of (x) the amount of aggregate “parachute payments” that would have been payable to Executive without regard to this Section 14 over (y) the reduced amount actually paid to Executive in accordance with this Section 14, together with interest on such excess amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date payment would have been made to Executive of such excess amount (or any portion thereof) but for the application of this Section 14 to the date of actual payments. (ii) If Executive receives reduced payments and benefits by reason of this Section 14 and it is established pursuant to a Final Determination that Executive could have received a greater amount without exceeding the Payment Cap, then to the extent consistent with Section 409A, the Company or the appropriate subsidiary shall promptly thereafter pay Executive within thirty (30) days of the date of the Final Determination the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment.
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Adjustments in Respect of the Payment Cap. (i) If Executive receives reduced payments and benefits under this Section 14 (or this Section 14 is determined not to be applicable to Executive because the Accountants conclude that Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a “Final Determination”) that, notwithstanding the good faith of the parties in applying the terms of this Section 14, the aggregate “parachute payments” within the meaning of Section 280G paid to Executive are in an amount that would result in Executive being subject to an Excise Tax and, taking into account the amount of such aggregate parachute payments specified in such Final Determination, the Payment Cap should have been applied under the provisions of this Section 14, then the amount equal to the extent consistent excess parachute payments made to Executive shall be deemed for all purposes to be a loan to Executive made on the date of receipt of such excess payments, which Executive shall have an obligation to repay to the entity making such payment on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 409A 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by Executive.
(ii) If Executive receives reduced payments and benefits under this Section 14 and it is established pursuant to a Final Determination that, notwithstanding the good faith of the parties in applying the terms of this Section 14, the aggregate “parachute payments” within the meaning of Section 280G paid to Executive are in an amount that would result in Executive being subject to an Excise Tax and, taking into account the amount of such aggregate parachute payments, the Payment Cap should not have been applied under this Section 14, then the Company shall pay Executive within 30 days following such Final Determination an amount equal to the excess of (x) the amount of aggregate “parachute payments” that would have been payable to Executive without regard to this Section 14 over (y) the reduced amount actually paid to Executive in accordance with this Section 14, together with interest on such excess amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date payment would have been made to Executive of such excess amount (or any portion thereof) but for the application of this Section 14 to the date of actual payments.
(iiiii) If Executive receives reduced payments and benefits by reason of this Section 14 and it is established pursuant to a Final Determination that Executive could have received a greater amount without exceeding the Payment Cap, then to the extent consistent with Section 409A, the Company or the appropriate subsidiary shall promptly thereafter pay Executive within thirty (30) 30 days of the date of the Final Determination the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment. .
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Adjustments in Respect of the Payment Cap. (i) If the Executive receives reduced payments and benefits under this Section 14 6(e) (or this Section 6(e) is determined not to be applicable to the Executive because the Accountants conclude that Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a “"Final Determination”") that, to the extent consistent with Section 409A and notwithstanding the good faith of the parties Executive and the Company in applying the terms of this Section 14Agreement, the aggregate “"parachute payments” " within the meaning of Section 280G of the Code paid to the Executive or for his benefit are in an amount that would result in Executive the Executive's being subject to an Excise Tax and, taking into account the amount of such aggregate parachute payments, the Payment Cap should not have been applied under this Section 14Tax, then the Company shall pay Executive within 30 days following such Final Determination an amount equal to the excess of (x) the amount of aggregate “parachute payments” that would have been payable to Executive without regard to this Section 14 over (y) the reduced amount any amounts actually paid to or on behalf of the Executive in accordance with this Section 14which are treated as excess parachute payments shall be deemed for all purposes to be a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such excess amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment would have been made to Executive of such excess amount (or any portion thereof) but for the application of this Section 14 hereunder to the date of actual payments.
(ii) repayment by the Executive. If the Executive receives reduced payments and benefits by reason of this Section 14 6(e) and it is established pursuant to a Final Determination that the Executive could have received a greater amount without exceeding the Payment Cap, then to the extent consistent with Section 409A, the Company or the appropriate subsidiary shall promptly thereafter pay the Executive within thirty (30) days of the date of the Final Determination the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment. payment by the Company.
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