Adjustment to Payments. (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any economic benefit or payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, but not limited to, any economic benefit received by the Executive by reason of the acceleration of rights under the various option and restricted stock unit plans of the Company) (“Covered Payments”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Covered Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if the Executive received all of the Covered Payments. The Company shall reduce or eliminate the Covered Payments, by first reducing or eliminating the portion of the Covered Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination.
(ii) All determinations required to be made under subsection (e)(i), including whether and when an adjustment to any Covered Payments is required and, if applicable, which Covered Payments are to be so adjusted, shall be made by a public accounting firm appointed by the Company or tax counsel selected by such accounting firm (the “Accountants”). All fees and expenses of the Accountants shall be borne solely by the Company. Any determination by the Accountants shall be binding upon the Company and Executive.
Adjustment to Payments. In the event that the Software licensed under this Agreement encounters problems with scalability or other functional problems that render the Software not viable to Compaq, and Ask Jeeves is unable to correct such problems after written notice and the opportunity to cure as set forth in Section 5.b (2), than Compaq may terminate this Agreement and adjust on a prorated calendar basis the Minimum Fees payable to Ask Jeeves.
Adjustment to Payments. (i) In the event that any amount or benefit paid or distributed to Executive pursuant to this Agreement and/or any amounts or benefits otherwise paid or distributed to Executive by the Company that are treated as parachute payments under Section 280G of the Code (such payments, collectively, the “Covered Payments”), would be subject to the tax imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed (the “Excise Tax”), then the Covered Payments shall be reduced or eliminated so that the present value of all Covered Payments (calculated in accordance with Section 280G of the Code and the regulations thereunder), in the aggregate, equals the Safe Harbor Amount. The “Safe Harbor Amount” is equal to 2.99 times the Employee’s “base amount” (within the meaning of Section 280G(b)(3) of the Code). The Company shall reduce or eliminate the Covered Payments by first reducing or eliminating the portion of the Covered Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination.
Adjustment to Payments. 11 8. Indemnification................................................................................12
Adjustment to Payments. For Additional Costs of Implemented Changes, the Parties shall adjust the relevant prices for clinical supply and marketing samples of the affected Licensed Product to reflect [*] These adjusted clinical supply and marketing sample prices shall apply to (but only to) all quantities of Licensed Product manufactured by processes that include the Implemented Change and supplied as clinical supplies or marketing samples. There shall not be any adjustment to the Advance Price regardless of the Additional Costs of Implemented Changes.
Adjustment to Payments. If Section 6 applies (that is, a revenue share ordinance is adopted), SGS acknowledges and agrees it will pay the amount per megawatt as provided in the ordinance as authorized in Section 58.1-2636 of the Code of Virginia. This Agreement is not intended to affect, and will not preclude, assessments of general applicability by the County for real property taxes on the Property.
Adjustment to Payments. In the event that the Software licensed under this Agreement [*], and Ask Jeeves is unable to correct such problems after written notice and the opportunity to cure as set forth in Section 5.b (2), than Compaq may terminate this Agreement and adjust on a prorated calendar basis the [*] payable to Ask Jeeves.
Adjustment to Payments. Within sixty (60) days of the end of each calendar year, GTC will determine the amounts that it has paid and owes Pharming under the Pharming Agreement, Biogen under the Pharming Biogen Agreement, and ACT under the ACT Agreement based on the activities of Taurus or the activities of GTC on behalf of Taurus during such calendar year ("THIRD PARTY AMOUNTS"), and shall provide Taurus with a written calculation of such Third Party Amounts, including details of any credits or rebates under such agreements attributable to such activities. To the extent that Taurus has paid to GTC more than such Third Party Amounts based on such activities, GTC shall include with its written calculation payment to Taurus of the amount of such overpayment. To the extent that Taurus has paid to GTC less than such Third Party Amounts based on such activities, Taurus shall pay to GTC the amount of such underpayment within ten (10) days of Taurus's receipt of the written calculation.
Adjustment to Payments
