Common use of Effect of Transaction Clause in Contracts

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company 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 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 Section 2.21(i) of the Company Disclosure Schedule, no payment or benefit which will or may be made by the Company or its Affiliates with respect to any Employee will be characterized as a "parachute payment," within the meaning of Section 280G(b)(2) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(i), no payment or benefit which will or may be made by the Company or its Affiliates with respect to any Employee will be characterized as a "parachute payment," within the meaning of Section 280G(b)(2) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 3.10(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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 3.10(i), no payment or benefit which will or may be made by the Company or its Affiliates with respect to any Employee will be characterized as a "parachute payment," within the meaning of Section 280G(b)(2) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.23(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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.23(h)(ii), no payment or benefit which will or may be made by the Company Company, any or its Parent or any of their respective Affiliates with respect to any Employee will be characterized as a an "excess parachute payment," within the meaning of Section 280G(b)(2280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.15(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 East 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.15(h)(ii), no payment or benefit which will or may be made by the Company East or its Affiliates Parent or any of their respective affiliates with respect to any Employee as a result of the transactions contemplated by this Agreement will be characterized as a an "excess parachute payment," ", within the meaning of Section 280G(b)(2280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 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 otherwiseother-wise), 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(h)(ii), no payment or benefit which will or may be made by the Company or its Affiliates Parent or any of their respective affiliates with respect to any Employee will be characterized as a an "excess parachute payment," ", within the meaning of Section 280G(b)(2280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.19(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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.19(i), no payment or benefit which will or may be made by the Company or its Affiliates with respect to any Employee will be characterized as a "parachute payment," within the meaning of Section 280G(b)(2) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(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 the Benefit Services or 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(i), no payment or benefit which will or may be made by the Company or its Affiliates Parent or any of their respective affiliates with respect to any Employee will be characterized as a an "excess parachute payment," within the meaning of Section 280G(b)(2280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(h), 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(h), no payment or benefit which will or may be made by the Company or its Affiliates Buyer or any of their respective affiliates with respect to any Employee will be characterized as a an "excess parachute payment," ", within the meaning of Section 280G(b)(2280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(h)(ii), no payment or benefit which will or may be made by the Company or its Parent or any Affiliates with respect to any Employee will be characterized as a an "excess parachute payment," ", within the meaning of Section 280G(b)(2280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 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 New Moon 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(h)(ii), no payment or benefit which will or may be made by the Company New Moon or its Affiliates Tarantella or any of their respective affiliates with respect to any Employee will be characterized as a "an “excess parachute payment," ”, within the meaning of Section 280G(b)(2280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.21(k)(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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.21(k)(ii), no payment or benefit which will or may be made by the Company or its Affiliates Parent or any of their respective affiliates with respect to any Employee will be characterized as a an "excess parachute payment," ", within the meaning of Section 280G(b)(2280G(b)(1) of the CodeCode (or any similar state or local law).

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 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 the terms of any Company Employee Plan, Employee Agreement, trust or loan Plan 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(h)(ii), no payment or benefit which will or may be made by the Company or its Parent or any Affiliates with respect to any Employee will be characterized as a an "excess parachute payment," ", within the meaning of Section 280G(b)(2) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 3.23(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 ClickOver 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 3.23(h)(ii), no payment or benefit of which will or may be made by the Company ClickOver or its Focalink or any of their respective Affiliates with respect to any Employee will be characterized as a an "excess parachute payment," within the meaning of Section 280G(b)(2280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20, 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 GAR Employee Plan, GAR 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 GAR Employee. (ii) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20, no payment or benefit which will or may be made by the Company GAR or its Affiliates Neoforma or any of their respective affiliates with respect to any Employee will be characterized as a an "excess parachute payment," within the meaning of Section 280G(b)(2280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 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 Employment 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(i)(ii), no payment or -------------------- benefit which will or may be made by the Company Company, its subsidiaries or its Affiliates with respect to any Employee will be characterized as a "parachute payment," within the meaning of Section 280G(b)(2) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 3.11(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 Linfinity 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 3.11(i), no payment or benefit which will or may be made by the Company or its Affiliates with respect to any Employee as a result of the transactions contemplated by this Agreement or otherwise will be characterized as a "parachute payment," within the meaning of Section 280G(b)(2) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.22(h), 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 Employment 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 Group Employee. (ii) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.22(h), no payment or benefit which will or may be made by the Company or its Affiliates Related Parties with respect to any Company Group Employee will be characterized as a "parachute payment," ", within the meaning of Section 280G(b)(2) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(h)(ii), no payment or benefit of which will or may be made by the Company or its Affiliates Parent or any of their respective affiliates with respect to any Employee will be characterized as a an "excess parachute payment," within the meaning of Section 280G(b)(2280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.26(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 Employment 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.26(i)(ii), no payment or benefit which will or may be made by the Company Company, its subsidiaries or its Affiliates with respect to any Employee will be characterized as a "parachute payment," within the meaning of Section 280G(b)(2) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.19(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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.19(i)(ii), no payment or benefit which will or may be made by the Company or its Affiliates or by Purchaser or any of its Affiliates with respect to any Employee as a result of the transactions contemplated by this Agreement or otherwise will be characterized as a "parachute payment,payments" within the meaning of Section 280G(b)(2) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 3.15(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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 3.15(h)(ii), no payment or benefit which will or may be made by the Company or its Affiliates Parent or any of their respective affiliates with respect to any Employee will be characterized as a an "excess parachute payment," within the meaning of Section 280G(b)(2280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.24(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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.24(i)(ii), no payment or benefit which will or may be made by the Company or any of its Affiliates affiliates with respect to any Employee will be characterized as a an "excess parachute payment," ", within the meaning of Section 280G(b)(2280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 3.23(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 Seller Employee Plan, Employee Employment 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 Section 2.21(iSchedule 3.23(i) of and other than the Company Disclosure ScheduleRetention Options, no payment or benefit which will or may be made by the Company Seller or its Affiliates with respect to any Employee will be characterized as a "“parachute payment," ” within the meaning of Section 280G(b)(2) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.23(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 Focalink 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.23(h)(ii), no payment or benefit of which will or may be made by the Company Focalink, ClickOver or its any of their respective Affiliates with respect to any Employee will be characterized as a an "excess parachute payment," within the meaning of Section 280G(b)(2280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Schedule 4.17(i) or as required by Section 2.21(i) of the Company Disclosure Schedule7.3, the execution of this Agreement and the consummation of the transactions contemplated hereby Transaction will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Seller Employee Plan, Employee Employment 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 4.17(i), no payment or benefit which that will or may be made by the Company Seller or any of its Affiliates with respect to any Employee will be characterized as a "parachute payment," within the meaning of Section 280G(b)(2) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(h)(ii), no payment or benefit which that will or may be made by the Company or its Parent or any of their respective Affiliates with respect to any Employee will be characterized as a an "excess parachute payment," within the meaning of Section 280G(b)(2280G(b)(1) of the Code.

Effect of Transaction. (i) Except as set forth on Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(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 Section 2.21(i) of the Company Disclosure ScheduleSchedule 2.20(i), no payment or benefit which will or may be made by the Company or its Affiliates with respect to any Employee will be characterized as a "“parachute payment," ” within the meaning of Section 280G(b)(2) of the Code.