Common use of Compliance with Section 280G Clause in Contracts

Compliance with Section 280G. (i) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to 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 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 such order as Xxxx designates, subject to the approval of Bank, not to be unreasonably withheld, conditioned or delayed. If, despite the foregoing sentence, a payment shall be made to Xxxx that would constitute a Parachute Payment, Xxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxx shall return such payment to the Company, the Bank or any other 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. (ia) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to 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 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 such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx that would constitute a Parachute Payment, Xxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxx shall return such payment to the Company, the Bank or any other affiliate 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. (ia) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxx 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 Xxxx 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 such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx Xxxxx that would constitute a Parachute Payment, Xxxx Xxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxx Xxxxx shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.