Common use of Certain Payments Resulting From Transactions Clause in Contracts

Certain Payments Resulting From Transactions. Except as set forth in Schedule 6.23 of the Excel 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 Excel 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 Excel or any of its Subsidiaries or (ii) result in the triggering or imposition of any restrictions or limitations on the right of Excel 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 6.23 of the Excel Disclosure Letter, no payment or benefit which will be required to be made pursuant to the terms of any agreement, commitment or Excel Benefit Plan, as a result of the transactions contemplated by this Agreement to any officer, director or employee of Excel 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 as 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 in on Schedule 6.23 of the Excel Disclosure Letter5.21 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) (ia) constitute an event under any Excel 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 Excel STH or any of its the STH Subsidiaries or (iib) result in the triggering or imposition of any restrictions or limitations on the right of Excel STH or its Subsidiaries 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 in on Schedule 6.23 of the Excel Disclosure Letter5.21, no payment or benefit which will be required to be made pursuant to the terms of any agreement, commitment Commitment or Excel STH Benefit Plan, as a result of the transactions contemplated by this Agreement or the Ancillary Agreements, to any officer, director or employee of Excel STH or any of its the STH Subsidiaries, will be characterized as an a "excess parachute payment" within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Certain Payments Resulting From Transactions. Except as set forth in Schedule 6.23 of the Excel Price REIT 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 Excel Price REIT 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 Excel Price REIT or any of its Subsidiaries or (ii) result in the triggering or imposition of any restrictions or limitations on the right of Excel Price REIT, Merger Sub or its Subsidiaries Kimco 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 6.23 of the Excel Price REIT Disclosure Letter, no payment or benefit which will be required to be made pursuant to the terms of any agreement, commitment or Excel Price REIT Benefit Plan, as a result of the transactions contemplated by this Agreement Agreement, to any officer, director or employee of Excel Price REIT or any of its Subsidiaries, will be characterized as an "excess parachute payment" within the meaning of Section 280G(b)(1280G(b)(l) of the Code.