Reduced Payment Clause Samples

Reduced Payment. If any payment or benefit you would receive from the Company or otherwise in connection with a Change of Control or other similar transaction (“Payment”) would: (i) constitute a “parachute payment” within the meaning of Section 280G of the Code; and (ii) but for this sentence, be subject to the excise tax imposed by section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount. The “Reduced Amount” will be either: (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount ((x) or (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction will occur in the manner that results in the greatest economic benefit for you.
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Reduced Payment. If any payment or benefit provided to Executive by the Company pursuant to this Agreement or otherwise (the "Payment") shall be determined to be an "Excess Parachute Payment," (as defined in Code section 280G(b)(1)), that would be subject to the excise tax imposed by Code Section 4999, then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (the "Agreement Payments") shall be reduced (but not below zero) to the Reduced Amount. The "Reduced Amount" shall be an amount expressed in present value that maximizes the aggregate present value of Agreement Payments without causing any payments or benefits hereunder to be an Excess Parachute Payment. Anything to the contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any payment from the Company to Executive that is not an Agreement Payment would nevertheless be an Excess Parachute Payment, then the aggregate present value of Payments that are not Agreement Payments shall also be reduced (but not below zero) to an amount, if any, if the present value of such lesser amount maximizes the aggregate present value of Payments to Executive on an after-tax basis, taking into account income and excise taxes under section 1 and section 4999 of the Code. For purposes of this Section 3.2 present value shall be determined in accordance with section 280G(d)(4) of the Code.
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Reduced Payment. If, on any Payment Date, the application of an amount from the Total Available Income (excluding any net amounts due to be received by the Issuer Trustee on that Payment Date under clause 14.4(d) of the Supplemental Deed) towards Party B's obligations under the Basis Swap and the Fixed Swap for the Collection Period ending immediately prior to that Payment Date is insufficient to pay in full the amount due by Party B under the Basis Swap and the Fixed Swap (prior to any payment netting under Section 2(c) taking effect), then Party B's obligation to make payment on that Payment Date is limited to the extent that it has funds available for that purpose. Party A's obligations to make any payment under the Basis Swap and the Fixed Swap on that Payment Date will be reduced (prior to any payment netting under Section 2(c) taking effect) by the same proportion as the reduction in Party B's payment obligations in respect of the Basis Swap and the Fixed Swap on that Payment Date (prior to any payment netting under Section 2(c) taking effect).
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Reduced Payment. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state, local and foreign income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the forfeited portion of the Full Payment, and (y) reduction in payments and/or benefits will occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, if such reduction would result in any portion of the Transaction Payments being subject to penalties pursuant to Section 409A that would not otherwise be subject to such penalties, then the reduction method shall be modified so as to avoid the imposition of penalties pursuant to Section 409A as follows:
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Reduced Payment. If, on any Payment Date, the application of an amount from the Total Available Income towards Party B's obligations under the Basis Swap and the Fixed Swap for the Collection Period ending immediately prior to that Payment Date is insufficient to pay in full the amount due by Party B under the Basis Swap and the Fixed Swap, then Party B will (on the direction of the Global Trust Manager) make each such payment to the extent that it has funds available for that purpose. Party A's obligations to make any payment under the Basis Swap and the Fixed Swap will be reduced by the same proportion as the payment actually made by Party B in respect of the Basis Swap and the Fixed Swap bears to the amount of that payment actually due under the Basis Swap and the Fixed Swap.
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Reduced Payment. If any payment or benefit provided to Executive by the Company pursuant to this Agreement or otherwise (the "Payment") shall be determined to be an "Excess Parachute Payment," (as defined in Code section 280G(b)(1)), that would be subject to the excise tax imposed by Code Section 4999, then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (the "Agreement Payments") shall be reduced (but not below zero) to the Reduced Amount. The "Reduced Amount" shall be an amount expressed in present value that maximizes the aggregate present value of Agreement Payments without causing any payments or benefits hereunder to be an Excess Parachute Payment. Anything to the contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any payment from the Company to Executive that is not an Agreement Payment would nevertheless be an Excess Parachute Payment, then the aggregate present value of Payments that are not Agreement Payments shall also be reduced (but not below zero) to an amount, if any, if the present value of such lesser amount maximizes the aggregate present value of Payments to Executive on an after-tax basis, taking into account income and excise taxes under section 1 and section 4999 of the Code. For purposes of this Section 3.2 present value shall be determined in accordance with section 280G(d)(4) of the Code. Determination of Agreement Payments. All determinations required under this Section 3.2 shall be made by a national accounting firm retained by the Company at its own expense. The accounting firm shall provide the Company and the Executive with a report and supporting calculations within 15 business days of the date Executive's employment with the Company terminates or such earlier time as is requested by the Company. In addition, the accounting firm shall provide an opinion to Executive that the Executive has substantial authority not to report any excise tax on Executive's federal income tax return with respect to the Agreement Payments. Any such determination by the accounting firm shall be binding upon the Company and Executive. Executive shall determine which and how much of the Agreement Payments or Payments, as the case may be, shall be eliminated or reduced consistent with the requirements of this Section 3.2, provided that, if Executive does not make such determination within 10 business days of the receipt of the calculations from the accounting firm, the Company sh...
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Related to Reduced Payment

  • Delayed Payment Premium balances that remain unpaid for more than thirty (30) days after the Remittance Date will incur interest from the end of the reporting period. The Remittance Date is defined as thirty (30) days after the end of the reporting period. Interest will be calculated using the index specified in Article 13.5 − Interest Rate.

  • Returned Payments If after receipt of any payment which is applied to the payment of all or any part of the Obligations (including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.

  • Deferred Payment “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Delayed Payments The Parties hereto agree that payments due from one Party to the other Party under the provisions of this Agreement shall be made within the period set forth therein, and if no such period is specified, within 30 (thirty) days of receiving a demand along with the necessary particulars. Unless otherwise specified in this Agreement, in the event of delay beyond such period, the defaulting Party shall pay interest for the period of delay calculated at a rate equal to 5% (five per cent) above the Bank Rate, and recovery thereof shall be without prejudice to the rights of the Parties under this Agreement including Termination thereof.

  • Returned Payment Fee If your account is subject to a Returned Payment Fee, the fee will be charged to your account when a payment is returned for any reason.