Payment Adjustment. Payments under this Exhibit C shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of Executive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of Executive, after reduction for all federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“Executive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Section C.1 or Section C.3 of this Exhibit, or by an adjustment to the vesting of any equity-based or other awards that would otherwise vest on an accelerated basis in connection with the Change of Control, amounts payable under Section C.1 and Section C.3 of this Exhibit shall be reduced and the vesting of equity-based and other awards shall be adjusted to the extent, and only to the extent, necessary to maximize Executive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Section C.1(a)(1) of this Exhibit, then against any benefits payable under Section C.3 of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change of Control, and finally against all other payments, if any. The determination as to whether Executive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Section C.2 shall be made at the Company’s expense by PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Committee may designate prior to a Change of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Exe...
Payment Adjustment. If the independent accountants acting as auditors for Holding Company on the date of a Change in Control (or another accounting firm designated by the parties) determine, in consultation with legal counsel acceptable to the parties, that any amount payable to Executive by Holding Company under this Agreement, or any other plan or agreement under which Executive participates or is a party, would constitute an "excess parachute payment" within the meaning of Section 280G of the Code, and any regulations thereunder, and be subject to the "excise tax" imposed by Section 4999 of the Code, Holding Company shall pay to Executive the amount of such excise tax and all federal and state income or other taxes with respect to the payment of the amount of such excise tax, including all such taxes with respect to any such additional amount. If at a later date, the Internal Revenue Service assesses a deficiency against Executive for the excise tax which is greater than that which was determined at the time such amounts were paid, if any, Holding Company shall pay to Executive the amount of such excise tax plus any interest, penalties and professional fees or expenses, incurred by Executive as a result of such assessment, including all such taxes with respect to any such additional amount. The highest marginal tax rate applicable to individuals at the time of payment of such amounts will be used for purposes of determining the federal and state income and other taxes with respect thereto. Holding Company shall withhold from any amounts paid under this Agreement the amount of any excise tax or other federal, state or local taxes then required to be withheld. Computations of the amount of any supplemental compensation paid under this Section 2.4 shall be made by the independent public accountants then regularly retained by Holding Company, in consultation with legal counsel acceptable to the parties. Holding Company shall pay all accountant and legal counsel fees and expenses.
Payment Adjustment. The payment adjustment shall be based on information from the Community Solar First Year Report submitted by Seller. The Community Solar First Year Report is required to be submitted by Seller on or prior to June 10, 2021 and should be submitted concurrent with its invoice submitted on June 10, 2021, if any. This payment adjustment will be reflected in the Quarterly Netting Statement issued by the IPA on September 1, 2021 and can be included in Seller's invoice due September 10, 2021. Price Elements (based on Community Solar Subscription Mix)
Payment Adjustment. If any change in services in the benefit package occurs that are mandated by federal or state law and incorporated into this contract, the Department shall adjust the capitation rate accordingly.
Payment Adjustment. If the CBBEP terminates for convenience or because of force majeure, PERFORMING PARTY shall be paid only for goods and services provided and necessary expenses incurred prior to termination.
Payment Adjustment. In the event Company, its Affiliate or a Sublicensee directly or indirectly institutes or makes any Challenges, the payment obligations specified in Sections 3 and 4 of this Agreement shall be *** during the pendency of such Challenges from the date the challenging party first institutes or makes such Challenges and during the pendency of such Challenges, and shall continue to apply after the conclusion of such Challenges in the event that at least one (1) claim of the Licensed Patent Rights being challenged is held to be valid and enforceable; provided, however, ***.
Payment Adjustment. The Company agrees to make a payment adjustment (a “Payment Adjustment”) to Investor for any difference in the Purchase Price and 92% of the lowest average daily VWAP in the next five (5) Trading Days, but only if such price is lower than the Purchase Price and which shall be paid to the Investor by the Company in Common Stock. The form of settlement document to be used in connection with a Payment Adjustment is set forth in Exhibit B attached hereto.
Payment Adjustment. Concurrently with the execution of this ------------------ Agreement, the Fox Parties shall, and hereby agree to, pay to the Management Company an amount equal to the aggregate of the fees and commissions received by or credited to the account of FBC in connection with the Administration Agreement during the period commencing on June 1, 1995 and concluding on the date hereof.
Payment Adjustment. (a) Seller has prepared the attached Exhibit F, which lists the current asset and current liability accounts of the Business that are relevant for the determination of the Modified Working Capital and sets forth the accounting principles, methodologies and policies to be used in such determination (the “Calculation Principles”) as well as the format for the presentation of the Modified Working Capital calculation.
(b) As promptly as practicable (and in any event within 60 days after the Closing), Seller shall deliver to Purchaser a written statement (the “Closing Statement”) that shall contain Seller’s final calculation of (i) the Modified Working Capital as of the Closing Date prepared on the basis of, and applying, the Calculation Principles (the “Closing Modified Working Capital”), (ii) the Modified Working Capital Amount, (iii) the Net Cash as of the Closing Date (the “Closing Net Cash”), (iv) the Modified Working Capital Adjustment Amount, (v) the Cash Adjustment Amount and (vi) the final Purchase Price.
(c) For purposes hereof, “Modified Working Capital Adjustment Amount” means the difference (which may be a positive or negative number) between (i) the Modified Working Capital Amount and (ii) the Estimated Modified Working Capital Amount. For purposes hereof, “Cash Adjustment Amount” means the difference (which may be a positive or negative number) between (i) the Closing Net Cash and (ii) the Estimated Net Cash.
Payment Adjustment. If, at any time, the Receivable Trustee considers that any amount that is required to be paid under the provisions of the RSA and this Deed as consideration for the assignment of any assets pursuant to this Deed is or may be materially in excess of the market value of the assets to which it is referable, the Receivables Trustee may request the Rating Agencies to determine whether there would be a down-grading of the Notes as a result of the method of determining such amount.
