Common use of Certain Payments Resulting From Transactions Clause in Contracts

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. Except for the payments described in Schedule 7.21 Section 5.17 and except for option agreements (and loans made in connection therewith) executed pursuant to the STH Stock Option Plan, deferred compensation arrangements with certain HHTI STH executive officers and employment agreements with certain HHTI officers, STH officers each of which arrangements and agreements is set forth on Schedule 7.19 5.20 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 STH 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 STH or any of the HHTI STH Subsidiaries or (b) result in the triggering or imposition of any restrictions or limitations on the right of HHTI STH or PMCT 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 7.215.20, no payment or benefit which will be required to be made pursuant to the terms of any agreement, Commitment commitment or HHTI STH Benefit Plan, as a result of the transactions contemplated by this Agreement or the Ancillary AgreementsAgreement, to any officer, director or employee of HHTI STH or any of the HHTI STH Subsidiaries, will be characterized as a an "parachute payment" within the meaning of Section 280G(b)(2) of the Code.