Common use of Later Adjustments Clause in Contracts

Later Adjustments. (a) If the Executive receives reduced payments or benefits pursuant to the preceding paragraph, or if it had been determined that no such reduction was required, but it nonetheless is established pursuant to the final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Section, the aggregate amount paid to the Executive or for his benefit would result in any amount being treated as an "excess parachute payment" for purposes of Sections 280G and 4999 of the Code, then an amount equal to the amount that would be an "excess parachute payment" shall be deemed for all purposes a loan to the Executive made on the date of the receipt of such excess amount, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such excess until the date of such repayment. (b) In the event that it is determined for any reason that the amount of "excess parachute payments" are less than originally calculated, the Company shall promptly pay to the Executive the amount necessary so that, after such adjustment, the Executive will have received or be entitled to receive the maximum payments payable under this Section without any of such payments constituting an "excess parachute payment," together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code).

Later Adjustments. (a) If the Executive receives reduced payments or benefits pursuant to the preceding paragraph, or if it had been determined that no such reduction was required, but it nonetheless is established pursuant to the final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Section, the aggregate amount paid to the Executive or for his benefit would result in any amount being treated as an "excess parachute payment" for purposes of Sections 280G 28OG and 4999 of the Code, then an amount equal to the amount that would be an "excess parachute payment" shall be deemed for all purposes a loan to the Executive made on the date of the receipt of such excess amount, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such excess until the date of such repayment. (b) In the event that it is determined for any reason that the amount of "excess parachute payments" are less than originally calculated, the Company shall promptly pay to the Executive the amount necessary so that, after such adjustment, the Executive will have received or be entitled to receive the maximum payments payable under this Section without any of such payments constituting an "excess parachute payment," together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code).

Later Adjustments. (a) If the Executive receives reduced payments or benefits pursuant to the preceding paragraphSection 4.1, or if it had been determined that no such reduction was required, but it nonetheless is established pursuant to the final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Section, the aggregate amount paid to the Executive or for his benefit would result in any amount being treated as an "excess parachute payment" for purposes of Sections 280G and 4999 of the Code, then an amount equal to the amount that would be an "excess parachute payment" shall be deemed for all purposes a loan to the Executive made on the date of the receipt of such excess amount, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such excess until the date of such repayment. (b) In the event that it is determined for any reason that the amount of "excess parachute payments" are less than originally calculated, the Company shall promptly pay to the Executive the amount necessary so that, after such adjustment, the Executive will have received or be entitled to receive the maximum payments payable under this Section without any of such payments constituting an "excess parachute payment," together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code).