Determination of Reduction Sample Clauses

Determination of Reduction. The amount of the reduction in compensation shall be determined by an accounting firm retained by Sabra (the “Accounting Firm”) using such formulas as the Accounting Firm deems appropriate. No compensation to Executive shall be reduced pursuant to the provisions of this Section 6 if the Accounting Firm determines that the payments to Executive are not subject to an Excise Tax.
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Determination of Reduction. All determinations required to be made under this Section 5(e)(iii) shall be made by a nationally recognized accounting (or compensation and benefits consulting ) firm selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within ten (10) business days of the Change of Control. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company.
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Determination of Reduction. Subsection 1. The administrative staff will ascertain the educational program for the district to meet the educational goals established by the Board. The number of teachers needed to implement the district’s educational program will then be recommended by the administrative staff. Subsection 2. When, in the judgment of the Board of Education, a decline in enrollment, a financial exigency, or a modification of program requires fewer certificated employees, a staff reduction may be accomplished through non-renewal of contract.
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Determination of Reduction. If the District determines the need for a layoff within its education support professional work force, the district will notify the Association not less than thirty (30) calendar days in advance of the Superintendent’s reduction proposal to the Board. Within seven (7) calendar days from the time the Association is informed of the proposed layoff(s), the Association may notify the District in writing of its concerns with the proposed layoff(s). After such notice, the Association and the District will meet to review all data about the need for the layoff, plan for implementation and discuss alternatives to the proposed layoff(s). Prior to the meeting, the District shall provide the Association with all requested relevant information.
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Determination of Reduction. An initial determination as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to the Agreement and the amount of such Limited Payment Amount shall be made by an accounting firm selected by AKS (the “Accounting Firm”) and at AKS's expense . The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to AKS and you within five days of your Date of Termination if applicable, or such other time as requested by AKS or by you (provided you reasonably believe that any of the Payments may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by you with respect to a Payment or Payments, it shall furnish you with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to any such Payment or Payments. Within ten days of the delivery of the Determination to you, you shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon AKS and you subject to the application of (3) below.
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Determination of Reduction. The amount of the reduction in compensation shall be determined by an accounting firm retained by Sun (the “Accounting Firm”) using such formulas as the Accounting Firm deems appropriate. No compensation to Xx. Xxxxxxx shall be reduced pursuant to the provisions of this Section 6 if the Accounting Firm determines that the payments to Xx. Xxxxxxx are not subject to an Excise Tax.
Sample 1
Determination of Reduction. If the Accounting Firm determines that aggregate Letter Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give you notice to that effect and a copy of the detailed calculation thereof. In the case of a reduction in the Letter Payments, the Letter Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation § 1.280G-1, Q&A-24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation § 1.280G-1, Q&A-24(a), with the highest values reduced first (as such values are determined under Treasury Regulation § 1.280G-1, Q&A-24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation § 1.280G-1, Q&A-24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation § 1.280G-1, Q&A-24, with the highest values reduced first (as such values are determined under Treasury Regulation § 1.280G-1, Q&A-24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced on a pro rata basis. Any reductions made pursuant to each of clauses (i)—(v) above will be made in the following manner: first, a pro rata reduction of cash payments and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and second, a pro rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation. All determinations made by the Accounting Firm under this letter agreement shall be binding upon the Company and you, and shall be made as soon as reasonably practicable and in no event later than 15 business days following the date of your termination of employment. For purposes of reducing the Letter Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the COC Letter (and no other Payments) shall be reduced. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company.
Sample 1
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Determination of Reduction. For purposes of determining which of Section 8.1 and Section 8.2 shall be given effect, the determination of which of the Total Payments shall be reduced or eliminated to avoid the Excise Tax shall be made by the Independent Tax Advisor, provided that, the Independent Tax Advisor shall reduce or eliminate, as the case may be, the Total Payments in the following order (and within the category described in each of the following Sections 8.3(a) through 8.3(e), in reverse order beginning with the Total Payments which are to be paid furthest in time except as otherwise provided in Section 8.3(d): (a) by first reducing or eliminating the portion of the Total Payments otherwise due and which are not payable in cash (other than that portion of the Total Payments subject to Sections 8.3(d) and 8.3(e); (b) then by reducing or eliminating the portion of the Total Payments otherwise due and which are payable in cash (other than that portion of the Total Payments subject to Sections 8.3(c)- (e)); (c) then by reducing or eliminating the portion of the Total Payments otherwise due to or for the benefit of Executive pursuant to the terms of this Agreement and which are payable in cash; (d) then by reducing or eliminating the portion of the Total Payments otherwise due that represent equity-based compensation, such reduction or elimination to be made in reverse chronological order with the most recent equity-based compensation awards reduced first; and (e) then by reducing or eliminating the portion of the Total Payments otherwise due to or for the benefit of Executive pursuant to the terms of this Agreement and which are not payable in cash.
Sample 1
Determination of Reduction. ALL DETERMINATIONS REQUIRED TO BE MADE UNDER THIS SECTION 5(E)(III) SHALL BE MADE BY A NATIONALLY RECOGNIZED ACCOUNTING (OR COMPENSATION AND BENEFITS CONSULTING ) FIRM SELECTED BY THE COMPANY (THE “ACCOUNTING FIRM”) WHICH SHALL PROVIDE DETAILED SUPPORTING CALCULATIONS BOTH TO THE COMPANY AND THE EXECUTIVE WITHIN TEN (10) BUSINESS DAYS OF THE CHANGE OF CONTROL. ANY SUCH DETERMINATION BY THE ACCOUNTING FIRM SHALL BE BINDING UPON THE COMPANY AND THE EXECUTIVE. ALL FEES AND EXPENSES OF THE ACCOUNTING FIRM SHALL BE BORNE SOLELY BY THE COMPANY.
Sample 1

Related to Determination of Reduction

  • Order of Reduction The Total Payments shall be reduced in the following order: (i) reduction on a pro-rata basis of any cash severance payments that are exempt from Section 409A of the Code, (ii) reduction on a pro-rata basis of any non-cash severance payments or benefits that are exempt from Section 409A, (iii) reduction on a pro-rata basis of any other payments or benefits that are exempt from Section 409A, and (iv) reduction of any payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A; provided, in case of clauses (ii), (iii) and (iv), that reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would otherwise vest last in time.

  • Staff Reduction 11.1 When a reduction within the District is needed, the affected employee(s) and the Association will be notified as to which position(s) will be eliminated or reduced at least fourteen (14) calendar days prior to the reduction. 11.2 When a reduction within the District is needed, the Board will determine which position(s) will be eliminated or reduced. An employee whose position will be eliminated or reduced shall have the right to displace an employee in his/her present job classification or another job classification in accordance with the following: a. The laid off or reduced employee has greater seniority than the employee to be displaced. b. The laid off or reduced employee had an equal or greater number of hours in his/her regular schedule than the employee to be displaced. c. The laid off or reduced employee presently has the necessary qualifications to perform the work. d. The laid off or reduced employee elects to exercise his/her displacement rights within five (5) working days of notification of his/her layoff or reduction. An employee displaced under this section is also entitled to displacement rights under this section. 11.3 When filling vacancies which occur after a reduction in staff, laid off bargaining unit members who have been released less than two (2) years, shall be recalled in the order of seniority, with the most senior member being recalled first to any position for which he/she is qualified. Effective July 1, 1991, newly hired bargaining unit members shall be subject to recall for two (2) years. If the employee fails to report to work within ten (10) working days from the receipt of the recall notice via certified or registered mail, that person shall be considered a voluntary terminated employee. However, if an employee is recalled to a position of lesser hours, he/she shall have the option to refuse the position and shall not be removed from the recall list as a result of this action. 11.4 An employee may elect to accept layoff rather than exercise his/her bumping rights. 11.5 For the purposes of this agreement, qualified shall be defined as capable of skillfully and efficiently performing the job duties as summarized in the job description in a competent manner with minimal instruction. The District reserves the right to test employees as needed. Qualified includes the following: a. Any licenses, certification and training necessary to perform the job, and b. demonstrated skills and merits. The most senior qualified employee shall be selected, excepting that a less senior candidate may be selected if he/she has greatly superior training and skills. The burden of proof of greatly superior training and skills shall be on the Board.

  • Increased Costs and Reduction of Return (a) If any Lender determines that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Offshore Rate Loan or participating in Letters of Credit, or, in the case of the Issuing Lender, any increase in the cost to the Issuing Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs. (b) If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lender (or its Lending Office) or any corporation controlling the Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Company through the Administrative Agent, the Company shall pay to the Lender, from time to time as specified by the Lender, additional amounts sufficient to compensate the Lender (or such corporation) for such increase.

  • Reduction of Compensation If the Firm fails to meet the submission date by less than thirty days for the draft report and/or working papers submitted to the Office of the State Auditor for review and approval or by less than thirty days from the completion date for the final reports and/or corrections to the working papers prescribed herein, the District may, with the consent of the Office of the State Auditor, reduce the agreed compensation by an amount not to exceed ten percent of the total contract price for the applicable fiscal year. If reports and/or corrections to the working papers are overdue by 30 days or more, the District may reduce, with the consent of the Office of the State Auditor, the agreed compensation by an amount not to exceed twenty percent of the total contract price for the Rev. 10/20 applicable fiscal year.

  • Automatic Reduction Promptly following each date on which the Required Amount is reduced as a result of a reduction in the Pool Balance of the Class B Certificates or otherwise, the Maximum Commitment shall automatically be reduced to an amount equal to such reduced Required Amount (as calculated by the Borrower). The Borrower shall give notice of any such automatic reduction of the Maximum Commitment to the Liquidity Provider within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not affect such automatic reduction of the Maximum Commitment.

  • WORKFORCE REDUCTION SECTION 1 Layoffs (A) When employees are to be laid off as defined in the F.S., the state shall implement such layoff in the following manner: (1) The competitive area for the bargaining unit shall be statewide unless the Department and PBA agree otherwise. (2) Layoff shall be by class or occupational level within the Security Services Bargaining Unit. (3) An employee who has not attained permanent status in his current position may be laid off without applying the provision for retention rights. (4) No employee with permanent status in his current position shall be laid off while an employee who does not hold permanent status in his current position is serving in that class or level unless the permanent employee does not elect to exercise his retention rights or does not meet the selective competition criteria. (5) All employees who have permanent status in their current positions shall be ranked on a layoff list for the affected class or level based on the total retention points derived as follows: (a) Length of service retention points shall be based on one point for each month of continuous service in a Career Service position. 1. An employee who resigns from one Career Service position to accept employment in another Career Service position is not considered to have a break in service. 2. An employee who has been laid off and is reemployed within one year from the date of the layoff shall not be considered to have a break in service. 3. Moving from Career Service to Selected Exempt Service or Senior Management Service and back to Career Service does not constitute a break in service unless the employee’s break in service is more than 31 calendar days. Only time spent in the Career Service is counted in calculating retention points. (b) Retention points deducted for performance not meeting performance standards or work expectations defined for the position shall be based on the five years immediately prior to the agency’s established cutoff date. Five points shall be deducted for each month an employee has a rating below performance expectations. (6) The layoff list shall be prepared by totaling retention points. Employees eligible for veterans’ preference pursuant to section 295.07(1)(a) or (b), F.S., shall have 15 percent added to their total retention points, those eligible pursuant to section 295.07(1)(c), (d), or (e), F.S., shall have 10 percent added to their total retention points, and those eligible pursuant to section 295.071(1)(f), or (g), F.S., shall have five percent added to their total retention points. (7) The employee with the highest total retention points is placed at the top of the list, and the employee with the lowest retention points is placed at the bottom of the list. (8) The employee at the top of the list shall bump the employee at the bottom of the list. The next highest employee on the list and the remaining employees shall be handled in the same manner until the total number of filled positions in the class to be abolished is complete. (9) Should two or more employees have the same combined total of retention points, the order of layoff shall be determined by giving preference for retention in the following sequence: (a) The employee with the longest service in the affected class. (b) The employee with the longest continuous service in the Career Service. (c) The employee who is entitled to veterans’ preference pursuant to section 295.07(1), F.S. (10) An employee who has permanent status in his current position and is to be laid off shall be given at least 14 calendar days’ notice of such layoff or two weeks’ pay, or a combination of days of notice and pay. Any payment will be made at the employee’s current hourly base rate of pay. The notice of layoff shall be in writing and sent to the employee by certified mail, return receipt requested. Within seven calendar days after receiving the notice of layoff, the employee shall have the right to request, in writing, a lateral action, reassignment, or demotion within the competitive area in lieu of layoff to a position in a class within the bargaining unit in which the employee held permanent status, or to a position in a class at the level of or below the class in the bargaining unit in which the employee held permanent status. (11) An employee’s request for lateral action, reassignment, or demotion shall be granted unless it would cause the layoff of another employee who possesses a greater total of retention points. (12) An employee adversely affected as a result of another employee having a greater number of retention points shall have the same right of lateral action, reassignment or demotion under the same procedure as provided in this section. (13) If an employee requests a lateral action, reassignment, or demotion in lieu of layoff, the same formula and criteria for establishing retention points for that class shall be used as prescribed in this section. (B) If there is to be a layoff of employees, the state shall take all reasonable steps to place any adversely affected employees in existing vacancies for which they are qualified. (C) If work performed by employees in this unit is to be performed by non-state employees, the state agrees to encourage the employing entity to consider any adversely affected unit employees for employment in its organization if the state has been unable to place the employees in other positions within the State Personnel System.

  • Effect of Termination or Reduction Any termination or reduction of the Commitments of a Class shall be permanent. Each reduction of the Commitments of a Class shall be made ratably among the Lenders of such Class in accordance with their respective Commitments.

  • Notice of Voluntary Termination or Reduction The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of a Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

  • Voluntary Termination or Reduction The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments pursuant to this Section 2.06(b) shall be in an amount that is $5,000,000 or a larger multiple of $1,000,000 in excess thereof and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the total Revolving Credit Exposures would exceed the total Commitments.

  • Voluntary Termination or Reduction of Commitments (a) Each Borrower may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the Agent, terminate the Commitments, or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount of at least $5,000,000; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit fees to, but not including, the effective date of any termination of the Commitments shall be paid on the effective date of such termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

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