Limitation on Payment. The Salary Continuation Payment will not exceed an amount equal to $1.00 less than the amount which would cause the payment, together with any other payments received from the Company, to be a "parachute payment" as defined in Section 280G(b)(2)(A) of the Internal Revenue Code.
Limitation on Payment. Contractor shall not be compensated for services performed prior to execution of this Contract, for services performed following its expiration, termination, or suspension, nor for services that exceed the funding amount specified herein or in any amendment to this Contract. It is the Contractor’s responsibility to know when the authorized compensation amount of the Contract will be reached. Contractor shall not perform, nor be compensated for, any services beyond the services described in the Scope of Work.
Limitation on Payment. Notwithstanding anything to the contrary set forth in Section 8.1 above, the amount paid by the Company to the Executive shall be limited to the maximum amount which will not constitute a "parachute payment," as such term is defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended. This limitation shall first be applied to amounts provided pursuant to clause (C) of Section 8.1 hereof (otherwise included in the calculation of a parachute payment) to the extent thereof and then to amounts provided pursuant to clause (A) of Section 8.1 hereof.
Limitation on Payment. In no event shall Borrower be obligated to pay to Lender more than the Payoff Amount on account of the Loan.
Limitation on Payment. Notwithstanding anything in this Agreement to the contrary, the Severance Payment shall not exceed an amount equal to One Dollar ($1.00) less that the amount which would cause the payment, together with any other payments received from PSB and/or IMCB to be a "parachute payment" as defined in Section 280G(b)(2)(A) of the Internal Revenue Code of 1986, as amended.
Limitation on Payment. (i) Upon receipt by Xxxxxx and Lender of a Blockage Notice (as defined below), then, unless and until (A) all Senior Defaults that gave rise to the Blockage Notice shall have been remedied or effectively waived or shall have ceased to exist or (B) the Senior Indebtedness in respect of which such Senior Defaults shall have occurred shall have been paid in full in cash or in a manner satisfactory to the payees of such Senior Indebtedness, no direct or indirect payment (in cash, property, securities or by set-off or otherwise) of or on account of the principal evidenced by the Secured Notes, including this Note, or accrued and unpaid interest or as a sinking fund for the Secured Notes, including this Note, or in respect of any redemption, retirement, purchase or other acquisition of the Secured Notes, including this Note, shall be made. Notwithstanding the foregoing, in the case of a Blockage Notice that relates to a Senior Covenant Default, the foregoing restrictions shall commence upon Xxxxxx'x receipt of such Blockage Notice and shall expire 270 days thereafter. Any principal and interest paid with respect to the Secured Notes, including this Note, prior to the receipt of the Blockage Notice in question by Lender hereof may be kept by such holders of the Secured Notes, including Lender; and (ii) For purposes of this Section 4, a "Blockage Notice" is a notice of the holder of Senior Indebtedness that a Senior Default has in fact occurred and is continuing, given to Xxxxxx and the holders of the Secured Notes, including Lender. Notwithstanding any provision contained herein to the contrary, once all Senior Defaults which gave rise to the Blockage Notice in question shall have been remedied or effectively waived or shall have ceased to exist, or the Senior Indebtedness in respect of which such Senior Defaults shall have occurred shall have been paid in full in cash or in a manner satisfactory to the payees of such Senior Indebtedness, thereafter (unless another Blockage Period shall then be in effect) all amounts which would have been payable under the Secured Notes, including this Note, but for the existence of the Blockage Notice delivered with respect to the Senior Default in question shall be payable in their entirety.
Limitation on Payment. Notwithstanding anything in this Agreement to the contrary, if the total of the payments to be received under this Agreement, together with any other payments or benefits received from the Company or the Bank (including under the Change in Control Agreement), will be an amount that would cause them to be a "parachute payment" within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code of 1986, as amended (the "PARACHUTE PAYMENT AMOUNT"), then the sum of the payments to Executive shall be reduced so that the total amount thereof is $1 less than the Parachute Payment Amount.
Limitation on Payment. If the Executive is a “disqualified individual” within the meaning of Code Section 280G, the parties expressly agree that the payments described in this Agreement and all other payments to the Executive under any other agreements or arrangements with any persons that constitute “parachute payments” within the meaning of Section 280G of the Code shall collectively be subject to an overall maximum limit (the “Code Section 280G Limit”). In such case, the aggregate amount of any payments under this Agreement shall not exceed the Code Section 280G Limit. The Code Section 280G Limit shall be One Dollar ($1.00) less than the aggregate amount that would otherwise cause any such payments to be considered a “parachute payment” within the meaning of Section 280G of the Code, as determined by the Company. Accordingly, to the extent that the payments would be considered a “parachute payment” with respect to the Executive, then the portions of such payments shall be reduced or eliminated in the following order until the remaining payments with respect to the Executive can be fully paid within the Code Section 280G Limit.
(a) First, any cash payment to the Executive;
(b) Second, any “parachute payments” not described in this Agreement; and
(c) Third, any forgiveness of indebtedness of the Executive to the Company. The Executive expressly and irrevocably waives any and all rights to receive any “parachute payments” that exceed the Code Section 280G Limit.
Limitation on Payment. Any amounts payable by the Issuer hereunder are contingent upon the availability of funds to make such payment in accordance with the provisions of the Indenture, to the extent such funds are available, and shall not constitute a “Claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings involving the Issuer.
Limitation on Payment. Subject to the “best net” exception described in Section 9(g)ii(3) below, in order to avoid the imposition of the Excise Tax, the total payments to which Executive is entitled under this Agreement or otherwise will be reduced to the extent necessary to avoid exceeding the 280G Cap minus One Dollar ($1.00 USD).
