Determination of Reduction Sample Clauses

Determination of Reduction. The amount of the reduction in compensation shall be determined by an accounting firm retained by Sabra (the “Accounting Firm”) using such formulas as the Accounting Firm deems appropriate. No compensation to Executive shall be reduced pursuant to the provisions of this Section 6 if the Accounting Firm determines that the payments to Executive are not subject to an Excise Tax.
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Determination of Reduction. All determinations required to be made under this Section 5(e)(iii) shall be made by a nationally recognized accounting (or compensation and benefits consulting ) firm selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within ten (10) business days of the Change of Control. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company.
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Determination of Reduction. Subsection 1. The administrative staff will ascertain the educational program for the district to meet the educational goals established by the Board. The number of teachers needed to implement the district’s educational program will then be recommended by the administrative staff. Subsection 2. When, in the judgment of the Board of Education, a decline in enrollment, a financial exigency, or a modification of program requires fewer certificated employees, a staff reduction may be accomplished through non-renewal of contract.
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Determination of Reduction. If the District determines the need for a layoff within its education support professional work force, the district will notify the Association not less than thirty (30) calendar days in advance of the Superintendent’s reduction proposal to the Board. Within seven (7) calendar days from the time the Association is informed of the proposed layoff(s), the Association may notify the District in writing of its concerns with the proposed layoff(s). After such notice, the Association and the District will meet to review all data about the need for the layoff, plan for implementation and discuss alternatives to the proposed layoff(s). Prior to the meeting, the District shall provide the Association with all requested relevant information.
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Determination of Reduction. An initial determination as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to the Agreement and the amount of such Limited Payment Amount shall be made by an accounting firm selected by AKS (the “Accounting Firm”) and at AKS's expense . The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to AKS and you within five days of your Date of Termination if applicable, or such other time as requested by AKS or by you (provided you reasonably believe that any of the Payments may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by you with respect to a Payment or Payments, it shall furnish you with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to any such Payment or Payments. Within ten days of the delivery of the Determination to you, you shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon AKS and you subject to the application of (3) below.
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Determination of Reduction. If the Accounting Firm determines that aggregate Letter Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give you notice to that effect and a copy of the detailed calculation thereof. In the case of a reduction in the Letter Payments, the Letter Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation § 1.280G-1, Q&A-24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation § 1.280G-1, Q&A-24(a), with the highest values reduced first (as such values are determined under Treasury Regulation § 1.280G-1, Q&A-24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation § 1.280G-1, Q&A-24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation § 1.280G-1, Q&A-24, with the highest values reduced first (as such values are determined under Treasury Regulation § 1.280G-1, Q&A-24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced on a pro rata basis. Any reductions made pursuant to each of clauses (i)—(v) above will be made in the following manner: first, a pro rata reduction of cash payments and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and second, a pro rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation. All determinations made by the Accounting Firm under this letter agreement shall be binding upon the Company and you, and shall be made as soon as reasonably practicable and in no event later than 15 business days following the date of your termination of employment. For purposes of reducing the Letter Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the COC Letter (and no other Payments) shall be reduced. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company.
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Determination of Reduction. The amount of the reduction in compensation shall be determined by an accounting firm retained by Sun (the “Accounting Firm”) using such formulas as the Accounting Firm deems appropriate. No compensation to ▇▇. ▇▇▇▇▇▇ shall be reduced pursuant to the provisions of this Section 6 if the Accounting Firm determines that the payments to ▇▇. ▇▇▇▇▇▇ are not subject to an Excise Tax.
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Determination of Reduction. For purposes of determining which of Section 8.1 and Section 8.2 shall be given effect, the determination of which of the Total Payments shall be reduced or eliminated to avoid the Excise Tax shall be made by the Independent Tax Advisor, provided that, the Independent Tax Advisor shall reduce or eliminate, as the case may be, the Total Payments in the following order (and within the category described in each of the following Sections 8.3(a) through 8.3(e), in reverse order beginning with the Total Payments which are to be paid furthest in time except as otherwise provided in Section 8.3(d): (a) by first reducing or eliminating the portion of the Total Payments otherwise due and which are not payable in cash (other than that portion of the Total Payments subject to Sections 8.3(d) and 8.3(e); (b) then by reducing or eliminating the portion of the Total Payments otherwise due and which are payable in cash (other than that portion of the Total Payments subject to Sections 8.3(c)- (e)); (c) then by reducing or eliminating the portion of the Total Payments otherwise due to or for the benefit of Executive pursuant to the terms of this Agreement and which are payable in cash; (d) then by reducing or eliminating the portion of the Total Payments otherwise due that represent equity-based compensation, such reduction or elimination to be made in reverse chronological order with the most recent equity-based compensation awards reduced first; and (e) then by reducing or eliminating the portion of the Total Payments otherwise due to or for the benefit of Executive pursuant to the terms of this Agreement and which are not payable in cash.
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Determination of Reduction. ALL DETERMINATIONS REQUIRED TO BE MADE UNDER THIS SECTION 5(E)(III) SHALL BE MADE BY A NATIONALLY RECOGNIZED ACCOUNTING (OR COMPENSATION AND BENEFITS CONSULTING ) FIRM SELECTED BY THE COMPANY (THE “ACCOUNTING FIRM”) WHICH SHALL PROVIDE DETAILED SUPPORTING CALCULATIONS BOTH TO THE COMPANY AND THE EXECUTIVE WITHIN TEN (10) BUSINESS DAYS OF THE CHANGE OF CONTROL. ANY SUCH DETERMINATION BY THE ACCOUNTING FIRM SHALL BE BINDING UPON THE COMPANY AND THE EXECUTIVE. ALL FEES AND EXPENSES OF THE ACCOUNTING FIRM SHALL BE BORNE SOLELY BY THE COMPANY.
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Related to Determination of Reduction

  • Order of Reduction The Total Payments shall be reduced in the following order: (i) reduction on a pro-rata basis of any cash severance payments that are exempt from Section 409A of the Code, (ii) reduction on a pro-rata basis of any non-cash severance payments or benefits that are exempt from Section 409A, (iii) reduction on a pro-rata basis of any other payments or benefits that are exempt from Section 409A, and (iv) reduction of any payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A; provided, in case of clauses (ii), (iii) and (iv), that reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would otherwise vest last in time.

  • Staff Reduction 15.01 Both parties recognize that job security should increase in proportion to length of service. Teachers shall be laid-off in reverse order of seniority in accordance with the following priority: a. Firstly, term contract teachers; b. Secondly, probationary contract teachers, in reverse order of seniority; c. Permanent contract teachers, in reverse order of seniority; Provided the retained more senior teacher has, in the judgement of the Board, the appropriate qualifications and experience for the work to be assigned. 15.02 When it is necessary to invoke staff reduction, the Board shall first give priority, to the extent it considers practical, to natural attrition, including encouragement of full year unpaid leaves of absence. a. Staff reductions shall not be invoked to release teachers liable to dismissal for cause. b. Teachers directly affected by staff reduction policy shall be informed by the Board as soon as a final decision is made. c. The Board shall provide an appropriate letter of reference for any laid-off teacher whose contract is not renewed because of staff reduction. d. The Board shall maintain a Re-employment List of all laid-off teachers formerly employed in the system who remain unemployed because of staff reduction. It shall be the duty of the teacher to advise the Board of all changes in address. Failure to do so shall constitute a waiver on the part of the teacher for the opportunity to be recalled, during the time the address is inaccurate. e. A teacher on the Re-employment List shall notify the Board on or before February 1st that she/he wishes to remain on said List. Upon failure to do so, the name of such teacher shall be automatically removed from the List. f. Upon the Board being satisfied that a teacher on the Re- employment List is employed as a teacher on a full year contract with another school board in a vacant position, the name of such teacher shall be automatically removed from the List.

  • Increased Costs and Reduction of Return (a) If any Lender determines that due to any Change in Law occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost (including Taxes) to such Lender of agreeing to make or making, funding, continuing, converting to or maintaining any SOFR Rate Loans (other than any increase in cost resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes”, or (iii) Connection Income Taxes), then, subject to clause (c) of this Section 5.3, the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that due to any Change in Law in respect of any Capital Adequacy Regulation occurring after the later of the Agreement Date or the date such Lender became a party to this Agreement that affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and such Lender (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital or liquidity is required to be increased as a consequence of its Term Loan Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrower through the Agent, subject to clause (c) of this Section 5.3, the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 5.3 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 5.3 for any increased costs incurred or reductions suffered more than 90 days prior to the date that such Lender notifies the Borrower of the event giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the 90 day period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 5.3 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances for similarly situated borrowers under comparable provisions of other credit agreements, if any.

  • DETERMINATION OF BREACH AND TERMINATION OF AGREEMENT A. Prior to making a determination that the Applicant has failed to comply in any material respect with the terms of this Agreement or to meet any material obligation under this Agreement, the District shall provide the Applicant with a written notice of the facts which it believes have caused the breach of this Agreement, and if cure is possible, the cure proposed by the District. After receipt of the notice, the Applicant shall be given ninety (90) days to present any facts or arguments to the Board of Trustees showing that it is not in breach of its obligations under this Agreement, or that it has cured or undertaken to cure any such breach. B. If the Board of Trustees is not satisfied with such response or that such breach has been cured, then the Board of Trustees shall, after reasonable notice to the Applicant, conduct a hearing called and held for the purpose of determining whether such breach has occurred and, if so, whether such breach has been cured. At any such hearing, the Applicant shall have the opportunity, together with their counsel, to be heard before the Board of Trustees. At the hearing, the Board of Trustees shall make findings as to: i. whether or not a breach of this Agreement has occurred; ii. whether or not such breach is a Material Breach; iii. the date such breach occurred, if any;

  • Automatic Reduction Promptly following each date on which the Required Amount is reduced as a result of a reduction in the Pool Balance of the Class B Certificates or otherwise, the Maximum Commitment shall automatically be reduced to an amount equal to such reduced Required Amount (as calculated by the Borrower). The Borrower shall give notice of any such automatic reduction of the Maximum Commitment to the Liquidity Provider within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not affect such automatic reduction of the Maximum Commitment.