Certain Adjustments of Payment Amount Sample Clauses

The "Certain Adjustments of Payment Amount" clause defines the circumstances and mechanisms by which payment amounts under an agreement may be modified. Typically, this clause outlines specific events or conditions—such as changes in law, tax rates, or service levels—that could trigger an increase or decrease in the amount owed. For example, if regulatory fees increase or if the scope of work is altered, the payment amount may be adjusted accordingly. The core function of this clause is to provide flexibility and fairness in financial arrangements, ensuring that both parties are protected from unforeseen changes that could impact the agreed-upon payments.
Certain Adjustments of Payment Amount. If it is determined that any payment or distribution by the Employer to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) is subject to the limitations of section 280G of the Internal Revenue Code (the “Code”) (a “Parachute Payment”), the following provisions will apply: (i) If the aggregate present value of Parachute Payments is less than or equal to the 280G limit, then no adjustment to the amount of such Parachute Payments shall be made. (ii) If the aggregate present value of Parachute Payments is greater than the 280G limit, but equal to or less than 110% of the 280G limit, such Parachute Payments shall be reduced to an amount, the present value of which maximizes the aggregate present value of Parachute Payments without causing such Parachute Payments to exceed the 280G limit. (iii) If the aggregate present value of Parachute Payments is greater than 110% of the 280G limit, the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any excise tax imposed by Code section 4999 or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”) imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Parachute Payments. For purposes of this Section 3.8, “present value” shall be determined in accordance with Code section 280G(d)(4), and the “280G limit” is the amount that can be paid under this Agreement or otherwise without causing any amount to be nondeductible under Code section 280G or subject to excise tax under section 4999.
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Related to Certain Adjustments of Payment Amount

  • Notice of Adjustments of Conversion Price Whenever the conversion price is adjusted as herein provided: (a) the Company shall compute the adjusted conversion price in accordance with Section 14.04 and shall prepare a certificate signed by the Treasurer or other appropriate officer of the Company setting forth the adjusted conversion price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall promptly be filed with the Trustee and with the Conversion Agent at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.02; and (b) a notice stating that the conversion price has been adjusted and setting forth the adjusted conversion price shall be required, and as soon as practicable after it is required, such notice shall be delivered electronically or mailed by the Company to all Holders at their last addresses as they shall appear in the Security Register.

  • Certain Adjustments The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Can I Roll Over or Transfer Amounts from Other IRAs You are allowed to “roll over” a distribution or transfer your assets from one ▇▇▇▇ ▇▇▇ to another without any tax liability. Rollovers between ▇▇▇▇ IRAs are permitted every 12 months and must be accomplished within 60 days after the distribution. Beginning in 2015, just one 60 day rollover is allowed in any 12 month period, inclusive of all Traditional, ▇▇▇▇, SEP, and SIMPLE IRAs owned. If you are single, head of household or married filing jointly, you may convert amounts from another individual retirement plan (such as a Traditional IRA) to a ▇▇▇▇ ▇▇▇, there are no AGI restrictions. Mandatory required minimum distributions from Traditional IRAs, must be removed from the Traditional IRA prior to conversion. Rollover amounts (except to the extent they represent non-deductible contributions) are includable in your income and subject to tax in the year of the conversion, but such amounts are not subject to the 10% penalty tax. However, if an amount rolled over from a Traditional IRA is distributed from the ▇▇▇▇ ▇▇▇ before the end of the five-tax-year period that begins with the first day of the tax year in which the rollover is made, a 10% penalty tax will apply. Effective in the tax year 2008, assets may be directly rolled over (converted) from a 401(k) Plan, 403(b) Plan or a governmental 457 Plan to a ▇▇▇▇ ▇▇▇. Subject to the foregoing limits, you may also directly convert a Traditional IRA to a ▇▇▇▇ ▇▇▇ with similar tax results. Furthermore, if you have made contributions to a Traditional IRA during the year in excess of the deductible limit, you may convert those non- deductible IRA contributions to contributions to a ▇▇▇▇ ▇▇▇ (assuming that you otherwise qualify to make a ▇▇▇▇ ▇▇▇ contribution for the year and subject to the contribution limit for a ▇▇▇▇ ▇▇▇). You must report a rollover or conversion from a Traditional IRA to a ▇▇▇▇ ▇▇▇ by filing Form 8606 as an attachment to your federal income tax return. Beginning in 2006, you may roll over amounts from a “designated ▇▇▇▇ ▇▇▇ account” established under a qualified retirement plan. ▇▇▇▇ ▇▇▇, ▇▇▇▇ 401(k) or ▇▇▇▇ 403(b) assets may only be rolled over either to another designated ▇▇▇▇ Qualified account or to a ▇▇▇▇ ▇▇▇. Upon distribution of employer sponsored plans the participant may roll designated ▇▇▇▇ assets into a ▇▇▇▇ ▇▇▇ but not into a Traditional IRA. In addition, ▇▇▇▇ assets cannot be rolled into a Profit-Sharing-only plan or pretax deferral-only 401(k) plan. In the event of your death, the designated beneficiary of your ▇▇▇▇ 401(k) or ▇▇▇▇ 403(b) Plan may have the opportunity to rollover proceeds from that Plan into a Beneficiary ▇▇▇▇ ▇▇▇ account. Strict limitations apply to rollovers, and you should seek competent advice in order to comply with all of the rules governing any type of rollover.

  • Timing of Issuance of Additional Common Stock Upon Certain Adjustments In any case in which the provisions of this Section 13 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event (i) issuing to the Warrantholder of this Warrant exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of Common Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such Warrantholder any amount of cash in lieu of a fractional share of Common Stock; provided, however, that the Company upon request shall deliver to such Warrantholder a due ▇▇▇▇ or other appropriate instrument evidencing such Warrantholder’s right to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment.