Common use of Certain Payments Resulting From Transactions Clause in Contracts

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. 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 as set forth on Schedule 5.21 heretoin the Price REIT Disclosure Letter, 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) (ai) constitute an event under any STH Price REIT 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 Price REIT or any of the STH its Subsidiaries or (bii) result in the triggering or imposition of any restrictions or limitations on the right of STH Price REIT, Merger Sub or HHTI Kimco 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 5.21in the Price REIT Disclosure Letter, no payment or benefit which will be required to be made pursuant to the terms of any agreement, Commitment commitment or STH Price REIT Benefit Plan, as a result of the transactions contemplated by this Agreement or the Ancillary AgreementsAgreement, to any officer, director or employee of STH Price REIT or any of the STH its Subsidiaries, will be characterized as a an "excess parachute payment" within the meaning of Section 280G(b)(2280G(b)(l) 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 as set forth on in Schedule 5.21 hereto6.23 of the Excel Disclosure Letter, 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) (ai) constitute an event under any STH Excel 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 Excel or any of the STH its Subsidiaries or (bii) result in the triggering or imposition of any restrictions or limitations on the right of STH Excel or HHTI its Subsidiaries 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 in Schedule 5.216.23 of the Excel Disclosure Letter, no payment or benefit which will be required to be made pursuant to the terms of any agreement, Commitment commitment or STH Excel Benefit Plan, as a result of the transactions contemplated by this Agreement or the Ancillary Agreements, to any officer, director or employee of STH Excel or any of the STH its Subsidiaries, will be characterized as a an "excess parachute payment" within the meaning of Section 280G(b)(2280G(b)(1) of the Code.