Common use of Compliance with Section 280G Clause in Contracts

Compliance with Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxxxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in inverse order to the time at which the payments are scheduled to be made (e.g., the last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxxxxx that would constitute a Parachute Payment, Xxxxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxxxxx shall return such payment to the Bank or other Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxxxxx Xxxxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxxxxx Xxxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in inverse order to the time at which the payments are scheduled to be made (e.g., the last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxxxxx Xxxxxx that would constitute a Parachute Payment, Xxxxxxx Xxxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxxxxx Xxxxxx shall return such payment to the Bank or other Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxxxxx Xxxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxxxxx Xxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in inverse order to the time at which the payments are scheduled to be made (e.g., the last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxxxxx Xxxxx that would constitute a Parachute Payment, Xxxxxxx Xxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxxxxx Xxxxx shall return such payment to the Bank or other Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxxxxx Xxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxxxxx Xxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in inverse order to the time at which the payments are scheduled to be made (e.g., the last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxxxxx Xxxx that would constitute a Parachute Payment, Xxxxxxx Xxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxxxxx Xxxx shall return such payment to the Bank or other Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (ai) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxxxxx Xxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxxxxx Xxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in inverse order to the time at which the payments are scheduled to be made (e.g., the last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxxxxx Xxxx that would constitute a Parachute Payment, Xxxxxxx Xxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxxxxx Xxxx shall return such payment to the Company, the Bank or any other Bank Entity affiliate that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxxxxx Langmead because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxxxxx Langmead shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in inverse order to the time at which the payments are scheduled to be made (e.g., the last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxxxxx Langmead that would constitute a Parachute Payment, Xxxxxxx Langmead shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxxxxx Langmead shall return such payment to the Bank or other Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxxxxx Xxxxxxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxxxxx Xxxxxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in inverse order to the time at which the payments are scheduled to be made (e.g., the last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxxxxx Xxxxxxxx that would constitute a Parachute Payment, Xxxxxxx Xxxxxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxxxxx Xxxxxxxx shall return such payment to the Bank or other Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxxxxx Xxxxxx-Xxxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxxxxx Xxxxxx-Xxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in inverse order to the time at which the payments are scheduled to be made (e.g., the last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxxxxx Xxxxxx-Xxxxx that would constitute a Parachute Payment, Xxxxxxx Xxxxxx-Xxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxxxxx Xxxxxx-Xxxxx shall return such payment to the Bank or other Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.