Common use of Effect of Transaction Clause in Contracts

Effect of Transaction. (i) Except as set forth on Schedule 2.20(h)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Schedule 2.20(h)(i)in Section 2.11(i) of the Company Schedule, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii)in Section 2.11(i) of the Company Schedule, no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates its Affiliates with respect to any Employee will be characterized as an a "excess parachute payment", ," within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as set forth on Schedule 2.20(h)(i2.20(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii2.20(i), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", ," within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Schedule 2.20(h)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Company Employee. (ii) Except as set forth on Schedule 2.20(h)(ii), no payment or benefit which will or may be made by the Company or Parent Healtheon or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", " within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Schedule 2.20(h)(iSCHEDULE 2.20(i)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(iiSCHEDULE 2.20(i)(ii), no payment or benefit which will or may be made by the Company or its Affiliates or by Parent or any of their respective affiliates its Affiliates with respect to any Employee as a result of the transactions contemplated by this Agreement or otherwise will be characterized as an "excess parachute paymentpayments", within the meaning of Section 280G(b)(1280G(b)(2) of the CodeCode (but without regard to clause (ii) thereof).

Effect of Transaction. (i) Except as set forth on Schedule 2.20(h)(i2.23(h)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii2.23(h)(ii), no payment or benefit which will or may be made by the Company Company, any Subsidiary or Parent or any of their respective affiliates Affiliates with respect to any Employee will be characterized as an "excess parachute payment", " within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Schedule 2.20(h)(i)in Section 2.24(i) of the Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Star Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii)in Section 2.24(i) of the Disclosure Schedule, no payment or benefit which will or may be made by the Company Star or Parent or any of their respective affiliates its Affiliates with respect to any Employee as a result of the transactions contemplated by this Agreement or otherwise will be characterized as an a "excess parachute payment", ," within the meaning of Section 280G(b)(1280G(b)(2) of the CodeCode (but without regard to clause (ii) thereof).

Effect of Transaction. (i) Except as set forth on Schedule 2.20(h)(i2.20(i)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Company Employee. (ii) Except as set forth on Schedule 2.20(h)(ii2.20(i)(ii), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", " within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Schedule 2.20(h)(i2.12(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii2.12(i), no payment or benefit which will or may be made by the Company IDC or Parent or any of their respective affiliates its Affiliates with respect to any Employee as a result of the transactions contemplated by this Agreement will be characterized as an "excess parachute payment", ," within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Schedule 2.20(h)(i3.20(i)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Parent 38 Employee Plan, Parent Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Employee. (ii) Except as set forth on Schedule 2.20(h)(ii3.20(i)(ii), no payment or benefit which will or may be made by the Parent or Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", " within the meaning of Section 280G(b)(1) of the Code.