Certain Payments Resulting From Transactions. The execution of, and performance of the transactions contemplated by, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any AIP Benefit Plan, policy, practice, agreement or other arrangement or any trust or loan (the "Employee Arrangements") that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, director or consultant of AIP or any of its Subsidiaries unless such rights have been waived by any such person, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of AIP or RELP to amend or terminate any Employee Arrangement and receive the full amount of any excess assets remaining or resulting from such amendment or termination, subject to applicable taxes. No payment or benefit which will be required to be made pursuant to the terms of any agreement, commitment or AIP Benefit Plan, as a result of the transactions contemplated by this Agreement, to any officer, director or employee of AIP or any of its Subsidiaries, will be characterized as an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code.
Certain Payments Resulting From Transactions. Except for the payments described in Section 5.13 and except for option agreements executed pursuant to the STH Stock Option Plans, deferred compensation arrangements with certain STH executive officers and employment agreements with certain STH officers, each of which arrangements and agreements is set forth on Schedule 5.21 hereto, the execution of, and performance of the transactions contemplated by, this Agreement and the Ancillary Agreements will not (either alone or upon the occurrence of any additional or subsequent events) (a) constitute an event under any STH Benefit Plan, policy, practice, agreement or other arrangement or any trust or loan (the "STH Employee Arrangements") that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, director or consultant of STH or any of the STH Subsidiaries or (b) result in the triggering or imposition of any restrictions or limitations on the right of STH or HHTI to amend or terminate any STH Employee Arrangement and receive the full amount of any excess assets remaining or resulting from such amendment or termination, subject to applicable taxes. Except as set forth on Schedule 5.21, no payment or benefit which will be required to be made pursuant to the terms of any agreement, Commitment or STH Benefit Plan, as a result of the transactions contemplated by this Agreement or the Ancillary Agreements, to any officer, director or employee of STH or any of the STH Subsidiaries, will be characterized as a "parachute payment" within the meaning of Section 280G(b)(2) of the Code.
Certain Payments Resulting From Transactions. 29 6.24. Leases.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 6.25. Investment Company Act of 1940 . . . . . . . . . . . . . . . . 30 6.26. Mortgage Notes . . . . . . . . . . . . . . . . . . . . . . . . 30 6.27. State Takeover Statutes. . . . . . . . . . . . . . . . . . . . 31 6.28.
Certain Payments Resulting From Transactions. Except for the payments described in Schedule 7.21 and except for deferred compensation arrangements with certain HHTI executive officers and employment agreements with certain HHTI officers, each of which arrangements and agreements is set forth on Schedule 7.19 hereto, the execution of, and performance of the transactions contemplated by, this Agreement and the Ancillary Agreements will not (either alone or upon the occurrence of any additional or subsequent events) (a) constitute an event under any HHTI Benefit Plan, policy, practice, agreement or other arrangement or any trust or loan (the "HHTI Employee Arrangements") that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, director or consultant of HHTI or any of the HHTI Subsidiaries or (b) result in the triggering or imposition of any restrictions or limitations on the right of HHTI to amend or terminate any HHTI Employee Arrangement and receive the full amount of any excess assets remaining or resulting from such amendment or termination, subject to applicable taxes. Except as set forth on Schedule 7.21, no payment or benefit which will be required to be made pursuant to the terms of any agreement, Commitment or HHTI Benefit Plan, as a result of the transactions contemplated by this Agreement or the Ancillary Agreements, to any officer, director or employee of HHTI or any of the HHTI Subsidiaries, will be characterized as a "parachute payment" within the meaning of Section 280G(b)(2) of the Code.
Certain Payments Resulting From Transactions. 16 5.24. State Takeover Statutes......................................................17
Certain Payments Resulting From Transactions. Except as set forth in Schedule 5.23 of the New Plan Disclosure Letter, the execution of, and performance of the transactions contemplated by, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any New Plan Benefit Plan, policy, practice, agreement or other arrangement or any trust or loan (the "Employee Arrangements") that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, director or consultant of New Plan or any of its Subsidiaries or (ii) result in the triggering or imposition of any restrictions or limitations on the right of New Plan or its Subsidiaries to amend or terminate any Employee Arrangement and receive the full amount of any excess assets remaining or resulting from such amendment or termination, subject to applicable taxes. Except as set forth in Schedule 5.23 of the New Plan Disclosure Letter, no payment or benefit which will be required to be made pursuant to the terms of any agreement, commitment or New Plan Benefit Plan, as a result of the transactions contemplated by this Agreement, to any officer, director or employee of New Plan or any of its Subsidiaries, will be characterized as an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code.
Certain Payments Resulting From Transactions. The execution of, and performance of the transactions contemplated by, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Kranzco Benefit Plan, policy, practice, agreement or other arrangement or any trust or loan (the "Kranzco Employee Arrangements") that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, director or consultant of Kranzco or any of the Kranzco Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of Kranzco or CV to amend or terminate any Kranzco Employee Arrangement and receive the full amount of any excess assets remaining or resulting from such amendment or termination, subject to applicable taxes. No payment or benefit will be required to be made pursuant to the terms of any agreement, commitment or Kranzco Benefit Plan, as a result of the transactions contemplated by this Agreement, to any officer, director, trustee or employee of Kranzco or any of the Kranzco Subsidiaries, except as set forth in Section 6.23 to the Kranzco Disclosure Letter.
Certain Payments Resulting From Transactions. The execution of, and performance of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any CV Benefit Plan, policy, practice, agreement or other arrangement or any trust or loan (the "CV Employee Arrangements") that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, director or consultant of CV or any of the CV Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of Kranzco, or CV to amend or terminate any CV Employee Arrangement and receive the full amount of any excess assets remaining or resulting from such amendment or termination, subject to applicable taxes. No payment or benefit will be required to be made pursuant to the terms of any agreement, commitment or CV Benefit Plan, as a result of the transactions contemplated by this Agreement, to any officer, director or employee of CV or any of the CV Subsidiaries.
Certain Payments Resulting From Transactions. Except for the vesting of options as set forth in Section 5.3 of the MDI Disclosure Letter and except as set forth in Section 5.24 of the MDI Disclosure Letter, the execution of, and performance of the transactions contemplated by, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any MDI Benefit Plan, policy, practice, agreement or other arrangement or any trust or loan (the "Employee Arrangements") that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, director or consultant of MDI or any of the MDI Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of MDI or Xxxxxxx to amend or terminate any Employee Arrangement and receive the full amount of any excess assets remaining or resulting from such amendment or termination, subject to applicable taxes. No payment or benefit which will be required to be made pursuant to the terms of any agreement, commitment or MDI Benefit Plan, as a result of the transactions contemplated by this Agreement, to any officer, director or employee of MDI or any of the MDI Subsidiaries, could be characterized as an "excess parachute payment" within the meaning of Section 280G of the Code.
Certain Payments Resulting From Transactions. The execution of, and performance of the transactions contemplated by, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Source Benefit Plan, policy, practice, agreement or other arrangement or any trust or loan (the "Employee Arrangements") that will or may result in any payment (whether of severance pay or otherwise), accelerations, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, director or consultant of Source or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of Source, Merger Sub or Biopool to amend or terminate any Employee Arrangement and receive the full amount of any excess assets remaining or resulting from such amendment or termination, subject to applicable taxes. No payment or benefit will be required to be made pursuant to the terms of any agreement, commitment or Source Benefit Plan, as a result of the transactions contemplated by this Agreement, to any officer, director or employee of Source or any of its Subsidiaries.
