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 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 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 Xxxxxx-Xxxxx that would constitute a Parachute Payment, Xxxxxx-Xxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, 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.

Compliance with Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxxxx-Xxxxx 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 Xxxxxx-Xxxxx 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 Xxxxxx-Xxxxx Xxxxxxxx that would constitute a Parachute Payment, Xxxxxx-Xxxxx Xxxxxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxxxx-Xxxxx 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. (ai) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxxxx-Xxxxx 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 Xxxxxx-Xxxxx 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 Xxxxxx-Xxxxx Xxxx that would constitute a Parachute Payment, Xxxxxx-Xxxxx Xxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxxxx-Xxxxx 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 Xxxxxx-Xxxxx 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 Xxxxxx-Xxxxx 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 Xxxxxx-Xxxxx Xxxxxx that would constitute a Parachute Payment, Xxxxxx-Xxxxx Xxxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxxxx-Xxxxx 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 Xxxxxx-Xxxxx 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 Xxxxxx-Xxxxx 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 Xxxxxx-Xxxxx Xxxxxxx that would constitute a Parachute Payment, Xxxxxx-Xxxxx Xxxxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxxxx-Xxxxx 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 Xxxxxx-Xxxxx 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 Xxxxxx-Xxxxx 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 Xxxxxx-Xxxxx Langmead that would constitute a Parachute Payment, Xxxxxx-Xxxxx Langmead shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxxxx-Xxxxx 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.