Common use of No Excess Parachute Payments Clause in Contracts

No Excess Parachute Payments. Not including any payments under the Employment Agreements, no amount that could be received pursuant to the Benefit Plans or any executed and delivered agreements between the Company or any Subsidiary and any officer, director or employee thereof in effect as of the date hereof (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any Subsidiary who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance, change-in-control or termination agreement, other compensation arrangement or Benefit Plan currently in effect would be an "excess parachute payment" (as such term is defined in Section 280G(b) (1) of the Code). No disqualified individual is entitled to receive any additional payment from the Company, any Subsidiary, the Surviving Corporation, or any other person referred to in Q&A 10 under proposed Treasury Regulation Section 1.280G-1 (a "Parachute Gross-Up Payment") in the event that the 20 per cent parachute excise tax of Section 4999(a) of the Code is imposed on such person. Except as set forth in Schedule 4.17, neither the Board of Directors of the Company nor the Board of Directors of any Subsidiary has during the six months prior to the date hereof granted to any officer, director or employee of the Company or any Subsidiary any right to receive any Parachute Gross-Up Payment.

No Excess Parachute Payments. Not including any payments under the Employment AgreementsSections 4.14(a), no amount that could be received 4.14(b), and 4.14(c) of Xxxxxx'x Disclosure Schedule set forth all written contracts, arrangements, or undertakings (excluding Xxxxxx Stock Options (as defined in Section 3.4)) pursuant to which any person may receive any amount or entitlement from Xxxxxx or the Benefit Plans Surviving Corporation or any executed and delivered agreements between the Company or any Subsidiary and any officer, director or employee thereof in effect as of the date hereof their respective subsidiaries (whether in including cash or property or the vesting of property) that may be characterized as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any Subsidiary who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance, change-in-control or termination agreement, other compensation arrangement or Benefit Plan currently in effect would be an "excess parachute payment" (as such term is defined in Section 280G(b) (1280G(B)(1) of the Code)) (any such amount being an "Excess Parachute Payment") as a result of any of the transactions being contemplated by this Agreement. No disqualified individual Except as set forth in Section 4.14(c) of Xxxxxx'x Disclosure Schedule, no person is entitled to receive any additional payment from the Company, any SubsidiaryXxxxxx, the Surviving Corporation, their respective subsidiaries, or any other person referred to in Q&A 10 under proposed Treasury Regulation Section 1.280G-1 (a "Parachute Gross-Up Payment") in the event that the 20 per cent percent parachute excise tax of Section 4999(a) of the Code is imposed on such person. Except as set forth in Schedule 4.17, neither the The Board of Directors of the Company nor the Board of Directors of any Subsidiary Xxxxxx has not during the six months prior to the date hereof of this Agreement granted to any officer, director director, or employee of the Company or any Subsidiary Xxxxxx any right to receive any Parachute Gross-Up Payment.

No Excess Parachute Payments. Not including any payments under the Employment AgreementsExcept as set forth on Schedule 4.16 hereto, no amount that could be received pursuant to the Benefit Plans or any executed and delivered agreements between the Company or any Company Subsidiary and any officer, executive officer or director or employee thereof in effect as of the date hereof of this Agreement (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any Company Subsidiary who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-11.280G-l) under any employment, severance, change-in-control severance or termination agreement, other compensation arrangement or Benefit Plan currently in effect would be an "excess parachute payment" (as such term is defined in Section 280G(b) (1280G(b)(l) of the Code). No It shall be assumed for purposes of the preceding sentence that no payments will be received by, or accelerated to, any such "disqualified individual" as a result of the termination of such individual's employment by the Surviving Corporation after the Effective Time. To the Knowledge of the Company, no disqualified individual is entitled to receive any additional material payment from the Company, any Company Subsidiary, the Surviving Corporation, or any other person Person referred to in Q&A 10 under proposed Treasury Regulation Section 1.280G-1 1.280G-l (a "Parachute Gross-Up Payment") in the event that the 20 per cent twenty (20%) percent parachute excise tax of Section 4999(a) of the Code is imposed on such personindividual. Except as set forth in Schedule 4.17, neither the The Board of Directors of neither the Company nor the Board of Directors of any Company Subsidiary has has, during the six months prior to the date hereof of this Agreement, granted to any officer, director or employee of the Company or any Company Subsidiary any right to receive any Parachute Gross-Up Payment.

No Excess Parachute Payments. Not including any payments under the Employment AgreementsExcept as set forth on Schedule 4.17, no amount that could be received ------------- pursuant to the Benefit Plans or any executed and delivered agreements between the Company or any Subsidiary and any officer, director or employee thereof in effect as of the date hereof (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any Subsidiary who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance, change-in-control or termination agreement, other compensation arrangement or Benefit Plan currently in effect would be an "excess parachute payment" (as such term is defined in Section 280G(b) (1) of the Code). No disqualified individual is entitled to receive any additional payment from the Company, any Subsidiary, the Surviving Corporation, or any other person referred to in Q&A 10 under proposed Treasury Regulation Section 1.280G-1 (a "Parachute Gross-Up Payment") in the -------------------------- event that the 20 per cent parachute excise tax of Section 4999(a) of the Code is imposed on such person. Except as set forth in Schedule 4.17, neither the ------------- Board of Directors of the Company nor the Board of Directors of any Subsidiary has during the six months prior to the date hereof granted to any officer, director or employee of the Company or any Subsidiary any right to receive any Parachute Gross-Up Payment.

No Excess Parachute Payments. Not including any payments under the Employment AgreementsExcept as set forth on Schedule 4.16 hereto, no amount that could be received pursuant to the Benefit Plans or any executed and delivered agreements between the Company or any Company Subsidiary and any officer, executive officer or director or employee thereof in effect as of the date hereof of this Agreement (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any Company Subsidiary who is a "“disqualified individual" ” (as such term is defined in proposed Treasury Regulation Section 1.280G-11.280G-l) under any employment, severance, change-in-control severance or termination agreement, other compensation arrangement or Benefit Plan currently in effect would be an "“excess parachute payment" ” (as such term is defined in Section 280G(b) (1280G(b)(l) of the Code). No It shall be assumed for purposes of the preceding sentence that no payments will be received by, or accelerated to, any such “disqualified individual” as a result of the termination of such individual’s employment by the Surviving Corporation after the Effective Time. To the Knowledge of the Company, no disqualified individual is entitled to receive any additional material payment from the Company, any Company Subsidiary, the Surviving Corporation, or any other person Person referred to in Q&A 10 under proposed Treasury Regulation Section 1.280G-1 1.280G-l (a "“Parachute Gross-Up Payment"”) in the event that the 20 per cent twenty (20%) percent parachute excise tax of Section 4999(a) of the Code is imposed on such personindividual. Except as set forth in Schedule 4.17, neither the The Board of Directors of neither the Company nor the Board of Directors of any Company Subsidiary has has, during the six months prior to the date hereof of this Agreement, granted to any officer, director or employee of the Company or any Company Subsidiary any right to receive any Parachute Gross-Up Payment.