Cap on Payments Sample Clauses

Cap on Payments. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any Payment would be subject to the Excise Tax, then the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount (the “Cap Reduction”), only if the imposition of the Cap Reduction would result in the Executive receiving a larger Payment (net of all taxes on such Payment) than if the Cap Reduction had not been imposed. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections in the following order: (1) Section 6(a)(i)(B), (2) Section 6(a)(i)(C), (3) Section 6(a)(i)(A)(5) and (4) Section 6(a)(ii). For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amount payable under this Agreement would not result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amounts payable under the Agreement shall be reduced pursuant to this Section 9(a).
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Cap on Payments. If any payment, benefit or distribution by the Company, any Affiliate or a trust established by the Company or any Affiliate to or for the benefit of the Executive (whether pursuant to this Agreement or otherwise) (each, a “Payment” or, collectively, the “Payments”) is subject to an excise tax imposed by the Code, including pursuant to Section 4999 of the Code, or the Executive incurs any interest or penalties with respect to such an excise tax (such excise tax and any such interest and penalties shall be referred to as the “Excise Tax”), the Payments under Section 4 of this Agreement (the “Agreement Payments”) shall be reduced (but not below zero) to an amount that maximizes the aggregate present value (determined in accordance with Section 280G(d)(4) of the Code) of the Payments without causing any Payment to be subject to the limitation of deduction under Section 280G of the Code or the imposition of any Excise Tax, with such reduction being made (i) on a nondiscretionary basis so as to minimize the reduction in the economic value to the Executive, (ii) in a manner consistent with the requirements of Section 409A, and (iii) on a pro-rata basis where more than one Agreement Payment has the same present value for this purpose and they are payable at different times; provided, however, if the net amount retained by the Executive from all the Payments after the reductions described above in this Section 7(a) would be less than the net amount retained by the Executive from all the Payments after the Executive’s payment of any Excise Tax, the Agreement Payments shall not be reduced as set forth in this Section 7(a).
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Cap on Payments. If Independent Tax Counsel shall determine that the aggregate payments made to the Executive pursuant to this Agreement and any other payments to the Executive from the Company which constitute “parachute payments” as defined in Section 280G of the Code (or any successor provision thereto) (“Parachute Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the total amount of payments to the Executive shall be reduced to the extent necessary so that no excise tax would be imposed on any of the payments (the “Cap”). It is intended hereby that the total amount of payments to the Executive would never equal or exceed three times the Executive’s “base amount” as defined in Section 280G of the Code and to the extent they could, said payments shall be cut back to meet the Cap. For purposes of this paragraph 4, “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a regionally recognized accounting firm, or a compensation consultant with a regionally recognized actuarial and benefits consulting firm, with expertise in the area of executive compensation tax law, who shall be selected by the Executive and shall be reasonably acceptable to the Company, and whose fees and disbursements shall be paid by the Company.”
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Cap on Payments. The Executive acknowledges and agrees that the maximum amount of the Severance Payment and other payments to be paid to him under Sections 3(c)(i) (other than accrued base salary and vacation), 3(c)(ii), 3(c)(iv), 3(c)(vi) and 3(c)(viii) of the Severance Agreement will not exceed $24,962,267. In addition, the Executive hereby waives the vesting and payment and any other rights with respect to those unvested LTIP OP Units as set forth on Schedule I (as defined in the Merger Agreement). For purposes of clarification, the parties agree that nothing herein is intended to limit (1) any payments that may be due to the Executive under Sections 3(c)(iii), 3(c)(v), 3(c)(vii), 4, 5 or 6 of the Severance Agreement, (2) payment of the Special Outperformance LTIP or (3) non-cash benefits (other than as provided above) such as the vesting or exercise of restricted stock or other stock rights, stock loan forgiveness, profits interests in the operating partnership, partnership units and assignment of split dollar life insurance policies. The Executive agrees that the Employer may in its discretion pay, in cash or a note, the Severance Payments during calendar year 2006." Notwithstanding the foregoing, in the event a Termination Event occurs, the amendment set forth herein to Section 3 of the Severance Agreement automatically will be deemed to be of no force and effect and will be void ab initio, and the original provisions of Section 3 of the Severance Agreement will remain in effect.
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Cap on Payments. If Independent Tax Counsel shall determine that the aggregate payments made to the Employee pursuant to this Agreement and any other payments to the Employee from the Company which constitute “parachute payments” as defined
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Cap on Payments. Notwithstanding Section 4 hereof, unless this limitation is waived by the Company, the aggregate of all payments made in any fiscal year to Former Stockholders for the repurchase of Repurchased Shares (other than payments made under Section 6 and payments made under Section 7) shall not exceed (i) 15 percent of EBBA in the immediately preceding fiscal year plus (ii) any amounts contributed to the capital of the Company by new stockholders or by existing Stockholders expanding their equity interest in the Company in the immediately preceding fiscal year. If by reason of this limitation, funds available to make payments to Former Stockholders for Repurchased Shares are less than the aggregate amount of all such payments due with respect to any fiscal year, payments shall first be made to cover interest on the Fixed Amounts due with respect to Repurchased Excess Shares, then to cover the Fixed Amounts due with respect to Repurchased Excess Shares, then to cover Contingent Installment Payments due with respect to Repurchased Excess Shares, then to cover interest on the Fixed Amounts due on Repurchased Shares other than Repurchased Excess Shares, then to cover Fixed Amounts due with respect to Repurchased Shares other than Repurchased Excess Shares and the remainder to cover Contingent Installment Payments due with respect to Repurchased Shares other than Repurchased Excess Shares. Payments made in the order of priority described in the preceding sentence shall be made in direct chronological order with the oldest deferred amounts in any priority category being paid first. Interest will accrue at the Average Rate on any portion of any payment not paid when due, and shall be payable to each Former Stockholder on the next anniversary of such Former Stockholder's Prior Repurchase Date on which funds are available to make such payments in accordance with this Agreement (including, without limitation, this Section 5).
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Cap on Payments. (a) Notwithstanding any other provision of this Agreement, except as set forth in Section 7(b), in the event that Company undergoes a “Change in Ownership or Control” (as defined below), Company shall not be obligated to provide to Executive a portion of any “Contingent Compensation Payments” (as defined below) that Executive would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)) for Executive. For purposes of this Section 7, the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Proposed Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.”
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Cap on Payments. The absolute total amount of payments, whether semi-annual rent payments or production royalties, or otherwise, to be paid to Lessee shall not exceed the sum of EIGHT MILLION US DOLLARS ($8,000,000). Upon this sum payment of $8,000,000 by Lessee or Lessor, Lessee shall have purchased the mineral rights to the Property, however, Lessee shall retain surface rights to the Property. This Lease shall continue in full force and effect notwithstanding payment of the absolute total amount until Lessee shall have ceased production or otherwise terminated this lease.
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Cap on Payments 
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Related to Cap on Payments

  • Taxes on Payments As at the date of this Agreement all amounts payable by them hereunder in Dollars or in Euro may be made free and clear of and without deduction for or on account of any Taxation.

  • Amortization Payments The Company shall make three payments (each an “Amortization Payment”) as follows: on the six-month anniversary of the Original Issue Date, on the seven-month anniversary of the Original Issue Date, and on the Maturity Date (each such date a “Payment Date”), provided that if any Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day. Each Amortization Payment shall be equal to one-third of the original principal amount of the Note, plus all accrued interest thereon as of the Payment Date, as adjusted pursuant to Section 2(c) below. At the Holder’s option (except as set forth herein), payment may be made in cash or in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock, provided the Company complies with the Equity Conditions provided in Section 2(d), below.

  • Interest on Payments Any payment by the Receiver pursuant to Section 2.6(d) shall be made together with interest on the amount thereof that accrues with effect from five (5) Business Days after the date on which payment was agreed or determined to be due until such amount is paid. The annual interest rate shall be determined by the Receiver based on the coupon equivalent of the three (3)-month U.S. Treasury Xxxx Rate in effect as of the first Business Day of each Calendar Quarter during which such interest accrues as reported in the Federal Reserve Board Statistical Release for Selected Interest Rates H.15 opposite the caption “Treasury bills (secondary market), 3-Month” or, if not so reported for such day, for the next preceding Business Day for which such rate was so reported.

  • Commission Payments A. Broker/Dealer shall be entitled to receive a commission based upon premiums received and accepted by the Insurer for Contracts issued pursuant to this Agreement, based on the applicable rate of commission set forth in the Commission Schedule attached hereto as Exhibit 1 which is incorporated herein by reference. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subagents.

  • Non-Payment The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

  • Termination Payments In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

  • Tax Treatment of Swap Payments and Swap Termination Payments For federal income tax purposes, each holder of a Floating Rate Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from either the Net WAC Rate Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Carryover Amount or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trust Administrator will account for payments to each Floating Rate Certificates as follows: each Floating Rate Certificate will be treated as receiving their entire payment from REMIC III (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in Swap Provider Fee), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Floating Rate Certificate. The REMIC regular interest corresponding to a Floating Rate Certificate will be entitled to receive interest and principal payments at the times and in the amounts equal to those made on the certificate to which it corresponds, except that (i) the maximum interest rate of that REMIC regular interest will equal the Net WAC Pass-Through Rate computed for this purpose by limiting the Swap Notional Amount of the Interest Rate Swap Agreement to the aggregate Stated Principal Balance of the Mortgage Loans and (ii) any Swap Termination Payment will be treated as being payable solely from Net Monthly Excess Cashflow. As a result of the foregoing, the amount of distributions and taxable income on the REMIC regular interest corresponding to a Floating Rate Certificate may exceed the actual amount of distributions on the Floating Rate Certificate.

  • Limitation on Payments In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 will be either:

  • Loan Payments (a) The Loan shall bear interest at a fixed rate per annum equal to the Note Rate. Interest shall be computed based on the daily rate produced assuming a three hundred sixty (360) day year, multiplied by the actual number of days elapsed. Except as otherwise set forth in this Agreement, interest shall be paid in arrears.

  • Retention Payments (a) In the event that Executive is employed by the Company on January 1, 2002, Executive shall be entitled to a lump sum cash retention payment equal to 150% of the sum of (i) Executive's Base Salary and (ii) Executive's target annual bonus, each as in effect for the 2001 fiscal year (such sum, the "2002 Retention Bonus").

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