280G Issues. The parties hereto agree to reasonably cooperate with each other to minimize any taxes that may be imposed under Sections 280G and/or 4999 of the Internal Revenue Code. To the extent applicable, the Company and/or its appropriate affiliate shall take appropriate action to obtain approval by the shareholders of the Company and/or its appropriate affiliate of the payments hereunder that would be subject to such taxes in a manner that satisfies Section 280G(b)(5)(B) of the Internal Revenue Code and Treas. Reg. Section 1.280G, Q/A 7.
280G Issues. First Place shall be satisfied in its sole discretion, either through mutually agreeable pre-Closing amendments or otherwise, that Camco and its Subsidiaries shall have taken any and all reasonably necessary steps such that the Merger will not trigger any “excess parachute payment” (as defined in Section 280G of the Code) under any employment, severance or change in control agreement, benefit plans, or similar arrangements between Camco or any Subsidiary and any officers, directors, or employees thereof.
280G Issues. Pxxxx shall be satisfied in its sole discretion, either through mutually agreeable pre-Closing amendments or otherwise, that Commonwealth shall have taken any and all reasonably necessary steps such that the Conversion Merger will not trigger any “excess parachute payment” (as defined in Section 280G of the IRC) under any employment, severance or change in control agreement, benefit plans, or similar arrangements between Commonwealth and any officer, director, or employee thereof.
280G Issues. Eagle shall be satisfied in its sole discretion, either through mutually agreeable pre-Closing amendments or otherwise, that Fidelity shall have taken any and all reasonably necessary steps such that the Merger will not trigger any “excess parachute payment” (as defined in Section 280G of the Code) under any employment, severance or change in control agreement, benefit plans, or similar arrangements between Fidelity or any Fidelity Subsidiary and any officers, directors, or employees thereof.
280G Issues. Oconee shall be satisfied in its sole discretion, either through mutually agreeable pre-Closing amendments or otherwise, that Elberton shall have taken any and all reasonably necessary steps such that the Merger Conversion will not trigger any “excess parachute payment” (as defined in Section 280G of the IRC) under any employment, severance or change in control agreement, benefit plans, or similar arrangements between Elberton and any officer, director, or employee thereof.
280G Issues. If required to avoid the imposition of Taxes under Section 4999 of the Code with respect to any payment or benefit in connection with the transactions contemplated by this Agreement, Seller shall (a) no later than five (5) Business Days prior to the Closing Date, solicit from each “disqualified individual” (within the meaning of Section 280G(c) of the Code) with respect to the PEP Companies who has received or will receive any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) no later than three (3) Business Days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the Class A Unit holders of Seller (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive or retain the Waived 280G Benefits. No later than two (2) Business Days prior to soliciting such waivers and distributing such approval materials, Seller shall provide drafts of such waivers and approval materials to Purchaser for its reasonable review and approval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved in accordance with the requirements of Section 280G(b)(5)(B) as contemplated above, such Waived 280G Benefits shall not be made, provided or retained, as the case may be. Prior to the Closing, Seller shall deliver to Purchaser evidence reasonably acceptable to Purchaser that a vote of the Class A Unit holders of Seller was solicited in accordance with the foregoing provisions of this Section 7.17 and that either (i) the payment of the Waived 280G Benefits was approved in accordance with Section 280G(b)(5)(B)(i) (the “280G Approval”) or (ii) the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made, provided or retained, as the case may be. In connection with the foregoing, Purchaser shall provide the Seller with all relevant terms of any employment contracts or other arrangements that will be entere...
280G Issues. WFBI shall be reasonably satisfied, either through mutually agreeable pre-Closing amendments or otherwise, that Alliance shall have taken any and all reasonably necessary steps such that the Merger will not trigger any “excess parachute payment” (as defined in Section 280G of the Code) under any employment, severance or change in control agreement, benefit plans, or similar arrangements between Alliance or any Alliance Subsidiary and any officers, directors, or employees thereof that will result in the imposition of any tax under Section 4999 of the Code, the nondeductibility of any portion of such payment, or require any “gross up” payment.
280G Issues. Wxxxx shall be satisfied in its sole discretion, either through mutually agreeable pre-Closing amendments or otherwise, that St. Jxxxx shall have taken any and all reasonably necessary steps such that the Conversion Merger will not trigger any “excess parachute payment” (as defined in Section 280G of the IRC) under any employment, severance or change in control agreement, benefit plans, or similar arrangements between St. Jxxxx and any officer, director, or employee thereof.
280G Issues. First Place shall be satisfied in its sole discretion, either through mutually agreeable pre-Closing amendments or otherwise, that OC Financial and it Subsidiaries shall have taken any and all reasonably necessary steps such that the Merger will not trigger any "excess parachute payment" (as defined in Section 280G of the Code) under any employment, severance or change in control agreement, benefit plans, or similar arrangements between OC Financial or any Subsidiary and any officers, directors, or employees thereof.
280G Issues. Emclaire shall be satisfied in its sole discretion, either through mutually agreeable pre-Closing amendments or otherwise, that Elk County shall have taken any and all reasonably necessary steps such that the Conversion Merger will not trigger any "excess parachute payment" (as defined in Section 280G of the IRC) under any employment, severance or change in control agreement, benefit plans, or similar arrangements between Elk County and any officer, director, or employee thereof.
