Benefit Reduction. In the event any payments are required to be made pursuant to Section 3 hereof, the first dollar amount of such payments shall be reduced to the extent necessary to assure that the payments that are received pursuant to the terms and conditions of this Agreement which are "parachute payments" under Internal Revenue Code Section 280G (or any successor section) and the Department of Treasury regulations issued thereunder do not exceed the maximum amount which may be paid hereunder without such amounts being treated as subject to a loss of a federal income tax deduction under such section.
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Samples: Change of Control Agreement (Merisel Inc /De/), Change of Control Agreement (Merisel Inc /De/), Change of Control Agreement (Merisel Inc /De/)
Benefit Reduction. In the event any payments are required to be made ----------------- pursuant to Section 3 hereof, the first dollar amount of such payments shall be reduced to the extent necessary to assure that the payments that are received pursuant to the terms and conditions of this Agreement which are "parachute payments" under Internal Revenue Code Section 280G (or any successor section) and the Department of Treasury regulations issued thereunder do not exceed the maximum amount which may be paid hereunder without such amounts being treated as subject to a loss of a federal income tax deduction an "excess parachute payment" under such section.
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Benefit Reduction. In the event any payments are required to be made ------------------ pursuant to Section 3 hereof, the first dollar amount of such payments shall be reduced to the extent necessary to assure that the payments that are received pursuant to the terms and conditions of this Agreement which are "parachute payments" under Internal Revenue Code Section 280G (or any successor section) and the Department of Treasury regulations issued thereunder do not exceed the maximum amount which may be paid hereunder without such amounts being treated as subject to a loss of a federal income tax deduction an "excess parachute payment" under such section.
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Benefit Reduction. In the event any payments are required to be made pursuant to Section 3 hereof, the first dollar amount of such payments shall be reduced to the extent necessary to assure that the payments that are received pursuant to the terms and conditions of this Agreement which are "parachute payments" under Internal Revenue Code Section 280G (or any successor section) and the Department of Treasury regulations issued thereunder do not exceed the maximum amount which may be paid hereunder without such amounts being treated as subject to a loss of a federal income tax deduction an "excess parachute payment" under such section.
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