Limit on Payments. Contractor shall not submit invoices for, and Agency will not pay, any amount in excess of the Maximum Not-To-Exceed Compensation. If this maximum amount is increased by amendment of this Contract pursuant to Section 7, the amendment must be fully effective before Contractor performs Services or delivers goods subject to the amendment. No payment will be made for any Services performed or goods delivered before the Effective Date or after termination of this Contract.
Limit on Payments. It is the intention of the Company and Employee that no portion of the payment made under this Agreement, or payments to or for Employee under any other agreement or plan, be deemed to be an excess parachute payment as defined in Section 280G of the Internal Revenue Coded of 1986, as amended (the “Code”) or any successor provision. The Company and Employee agree that the present value of any payment hereunder and any other payment to or for the benefit of Employee in the nature of compensation, receipt of which is contingent or a Change in Control of the Company, and to which Section 280G of the Code or any successor provision thereto applies, shall not exceed an amount equal to one dollar less than the maximum amount that Employee may receive without becoming subject to the tax imposed by Section 4999 of the Code or any successor provision or which the Company may pay without loss of deduction under Section 280G of the Code or any successor provisions. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b)(2) of the Code or any successor provision. In the event that the provisions of Section 280G and 4999 of the Code or any successor provisions are repealed without succession, this Section 3 shall be of no further force or effect.
Limit on Payments. Notwithstanding anything in this Agreement to the contrary, in the event of a Change in Control, the total compensation (other than compensation relating to the vesting of restricted stock due to a change in control) to Employee under this Agreement and any other agreements between the Employee and Company or its subsidiaries relating to a Change in Control shall not exceed an amount equal to (i) an amount equal to 2.99 times the Employee's "annualized includible compensation for the base period" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), over (ii) the present value of any and all "payments in the nature of compensation" (within the meaning of Section 280G of the Code and any proposed, temporary or final Treasury Regulations promulgated thereunder) to the Employee under this Agreement or any other agreement or arrangement between the Company and the Employee treated as "parachute payment(s)" under Section 280G of the Code and any proposed, temporary or final Treasury Regulations promulgated thereunder, such that no "payment in the nature of compensation" to the Employee pursuant to this Agreement or any other agreement between the Employee and the Company or its subsidiaries will constitute an "excess parachute payment" within the meaning of Section 280G of the Code. Notwithstanding the foregoing, if as a result of the vesting of any restricted stock due to a Change of Control, it is determined that any payment, distribution, acceleration or benefit received or to be received by Employee from BTFHC pursuant to this Agreement or any option plan or other plan maintained by BTFHC or its affiliates ("Payments") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended ("Code") (such tax referred to as the "Excise Tax"), then Employee shall be entitled to receive an additional payment from BTFHC ("Excise Tax Payment") in the amount of the Excise Tax. All determinations under this paragraph 10 shall be made by the Company based on the advice or counsel of its tax professional and shall be binding and conclusive on the Company and the Employee. In the event that the IRS, on audit, asserts that the Excise Tax Payment was not sufficient to cover Employee's liability for the excise tax imposed by Section 4999 of the Code, BTFHC shall make a payment to Employee equal to the additional tax determined to be due pursuant to Section 4999 of the Code and any penalties or inte...
Limit on Payments. It is the intention of the Company and Employee that no portion of the payment made under this Agreement, or payments to or for Employee under any other agreement or plan, be deemed to be an excess parachute payment as defined in section 280G of the Code or any successor provision. The Company and Employee agree that the present value of any payment hereunder and any other payment to or for the benefit of Employee in the nature of compensation, receipt of which is contingent on a Change in Control of the Company, and to which section 280G of the Code or any successor provision thereto applies, shall not exceed an amount equal to one dollar less than the maximum amount that Employee may receive without becoming subject to the tax imposed by section 4999 of the Code or any successor provision or which the Company may pay without loss of deduction under section 280G of the Code or any successor provisions. Present value for purposes of this Agreement shall be calculated in accordance with section 1274(b)(2) of the Code or any successor provision. In the event that the provisions of sections 280G and 4999 of the Code or any successor provisions are repealed without succession, this Section 3 shall be of no further force or effect.
Limit on Payments a. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined by the Company that any payment or distribution by the Company to or for the benefit of the Executive (whether paid for payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such payments and/or distributions to the Executive shall be reduced or deferred to the extent necessary so that no such amounts are subject to such excise tax.
b. All determinations required to be made under this Section 16 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s certified public accounting firm (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 10 business days of the receipt of notice from the Executive or the Company that there will be a payment potentially subject to the excise tax imposed by Section 4999 of the Code, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.
Limit on Payments. If payments or benefits under this Agreement, after taking into account all other payments or benefits to which the Participant is entitled from the Company, are expected to result in an excise tax on the Participant or the loss of certain tax deductions by the Company by reason of Code Section 280G and 4999, then payments under this Agreement shall be reduced to an amount such that all payments to the Participant from the Company, which are considered contingent upon the Change in Control, shall not exceed 2.99 times the Participant's Base Amount as defined in Code Section 280G.
Limit on Payments. Notwithstanding anything in this Agreement to the contrary, in the event of a Change in Control, the total compensation to Employee under this Agreement and any other agreements between the Employee and Company or its subsidiaries relating to a Change in Control shall not exceed an amount equal to (i) an amount equal to 2.99 times the Employee's "annualized includible compensation for the base period" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), over (ii) the present value of any and all "payments in the nature of compensation" (within the meaning of Section 280G of the Code and any proposed, temporary or final Treasury Regulations promulgated thereunder) to the Employee under this Agreement or any other agreement or arrangement between the Company and the Employee treated as "parachute payment(s)" under Section 280G of the Code and any proposed, temporary or final Treasury Regulations promulgated thereunder, such that no payment to the Employee pursuant to this Agreement or any other agreement between the Employee and the Company or its subsidiaries will constitute an "excess parachute payment" within the meaning of Section 280G of the Code. All determinations under this paragraph 10 shall be made by the Company based on the advice or counsel of its tax professional and shall be binding and conclusive on the Company and the Employee.
Limit on Payments. Asia Online shall not be obliged to pay more than $4,995,918 to the Company under clause 9.1. -17- 21 -------------------------------------------------------------------------------- 10. MUTUAL CO-OPERATION --------------------------------------------------------------------------------
Limit on Payments. Each Major Subcontract shall provide that, in the event of a Termination for Convenience by the Expo Authority, the Consultant/Subcontractor will not be entitled to any anticipatory or unearned profit on Work terminated or partly terminated, or to any payment that constitutes consequential damages on account of the termination or partial termination.
Limit on Payments. Contractor shall not submit invoices for, and OJD will not pay, any amount in excess of the Application Services Fees or the fixed prices due for the Implementation. If this maximum amount is increased by amendment of this Contract, pursuant to Section 7, the amendment must be fully effective before Contractor performs additional Application Services or other Services or delivers goods subject to the amendment. No payment will be made for any Services performed or goods delivered before the Effective Date or after termination of this Contract.
