Payment Reduction. While a Deferral Election is in effect, deferrals described in Section 3.1 shall be withheld, based upon the percentage elected, from each payment of Compensation to which the Participant would otherwise have been entitled but for his Deferral Election.
Payment Reduction. Notwithstanding anything contained in this Employment Agreement to the contrary, (i) to the extent that any payment or distribution of any type to or for the Executive by the Company, any affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code and the regulations thereunder), or any affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Employment Agreement or otherwise (the “Payments”) constitute “parachute payments” (within the meaning of Section 280G of the Code), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), be less than the amount the Executive would receive, after all taxes, if the Executive received aggregate Payments equal (as valued under Section 280G of the Code) to only three times the Executive’s “base amount” (within the meaning of Section 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payments to be made or benefit to be provided to the Executive shall be subject to the Excise Tax; provided, however, that the Company shall use its reasonable best efforts to obtain shareholder approval of the Payments provided for in this Employment Agreement in a manner intended to satisfy requirements of the “shareholder approval” exception to Section 280G of the Code and the regulations promulgated thereunder, such that payment may be made to the Executive of such Payments without the application of an Excise Tax. If the Payments are so reduced, the Company shall reduce or eliminate the Payments (x) by first reducing or eliminating the portion of the Payments which are not payable in cash (other than that portion of the Payments subject to clause (z) hereof), (y) then by reducing or eliminating cash payments (other than that portion of the Payments subject to clause (z) hereof) and (z) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time.
Payment Reduction. Agency, or its duly authorized agents, may audit Consultant’s fiscal records, including certified payroll and overhead records at any time. If Agency finds previously undisclosed inaccurate or improper costs have been invoiced and paid, Agency will notify Consultant and seek clarification. Agency, in its sole discretion, may reduce the payment for Services by withholding the inaccurate or improper amounts from any future payment to Consultant, withhold the inaccurate or improper amounts from final payment to Consultant, or may use any other means to seek recovery of already paid but improperly calculated amounts.
Payment Reduction. Zealand may deduct from the Royalties and Revenue Share payments due to Protagonist [*] of the amount of any payments actually paid to any Third Party Licensors (“Third Party Payments”) based on a claim by the Third Party Licensor that it has patent rights that claim or cover a Selected DRP or Therapeutic Peptide included in a Product or a method of its production to the extent directly relating to use of Protagonist Background IP or Protagonist Research IP; provided that such deductions shall not exceed [*] of the Royalties and Revenue Share amount(s) otherwise payable to Protagonist in such Quarter with respect to such Product, with the balance of any unapplied amount deductible (subject to the same maximum payment reductions) from Revenue Share or Royalties due to Protagonist in subsequent Quarters.
Payment Reduction. Agency, or its duly authorized agents, may audit Consultant’s fiscal records, including certified payroll and overhead records at any time. If Agency finds previously undisclosed inaccurate or improper costs have been invoiced and paid (including accelerated partial payments or any other payments), Agency will notify Consultant and seek clarification. Agency, in its sole discretion, may reduce the payment for Services by withholding the inaccurate or improper amounts from any future payment to Consultant, may withhold the inaccurate or improper amounts from final payment to Consultant, or may use any other means to seek recovery of already paid but improperly calculated amounts.
Payment Reduction. Maintain this Agreement in full force and effect (foregoing the right to terminate this Agreement for such occurrence of such breach) and all amounts set forth in Article 8 that are thereafter owed by Sarepta to Summit shall be reduced by [**]. In addition to the reduction set forth in this Section 13.3.1(b), the consequences set forth in Section 13.4 shall also apply in the circumstances set forth therein.
Payment Reduction. Payments under the Notes are subject to reduction, in respect of the payments otherwise next becoming due under the Notes, by reason of an Indemnification Claim Payment Reduction. This reduction is in the nature of a dollar-for-dollar offset. In the event of an Indemnification Claim Payment Reduction, payments otherwise next becoming due under all outstanding Notes and all outstanding 3.5% Notes shall be reduced on a pro rata basis. The Company shall promptly give notice to the Trustee of any Indemnification Claim Payment Reduction (and concurrently send a copy of its notice to the Shareholder Representative).
Payment Reduction. If you get Welfare to Work/Cal-Learn supportive services payments, you can repay by a percentage of your monthly payment or you can pay more if you want to. The highest amount you have to repay is 10% of your supportive services monthly payment, if the overpayment was caused by you. If the overpayment was an error by the County, the highest amount you have to repay is 5% of your monthly supportive services payment. You can choose to pay the same amount each month. ■ ■ I will repay the highest amount that applies in my case. Instead of the highest amount, I will repay by having my supportive services payment reduced by $ each month.
Payment Reduction. (a) Notwithstanding anything contained in this Agreement, as amended, to the contrary, or any other agreement between Executive and Employer or its Affiliates, acquirers or successors, to the extent that any payment or distribution of any type to or for Executive would be prohibited by Section 111(b) of EESA, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, as amended, or otherwise (the “Payments”) then Employer and Executive agree that such Payments shall be reduced if and only to the minimum extent necessary so that the Payments do not violate such prohibition.
(b) The determination of whether the Payments shall be reduced as provided in Section 3.16A(a) and the amount of such reduction shall be determined by Employer at Employer’s expense as calculated by an accounting firm selected by Employer (the “Accounting Firm”). The Accounting Firm shall provide its calculation (the “Determination”), together with detailed supporting calculations and documentation, to Employer and Executive after such reduction is triggered.
Payment Reduction. A RISK TO SUBCONTRACTORS
