Prohibition on Payment Clause Samples
Prohibition on Payment. The Executive and the Employer agree that none of the Employers nor their affiliates shall make any payments or provide any benefits otherwise due under this Employment Agreement if such payments or benefits are prohibited by applicable legal and/or regulatory requirements or guidance or any changes in applicable law, rules or regulations or in the formal and conclusive interpretation thereof by any regulator or agency of competent jurisdiction, including, but not limited to, with respect to the “golden parachute rules” pursuant to Part 359 of the Regulations of the Federal Deposit Insurance Corporation [12 CFR 359].”
12. This Amendment may be executed in counterparts, each of which shall be an original, with the same effect as if the signatures affixed thereto were upon the same instrument.
13. None of the Purchaser, the Company, the Bank nor any of their respective affiliates shall be required to incur any additional compensation expense in connection with this Amendment due to the application of Section 409A of the Internal Revenue Code of 1986, as amended.
14. The parties to this Amendment have read this Amendment, understand it and voluntarily accept its terms and the parties agree that there shall not be strict interpretation against either party in connection with any review of this Amendment in which interpretation thereof is an issue. The Executive further acknowledges that: (i) this Amendment is executed voluntarily and without any duress or undue influence on the part or behalf of the Company, the Bank or any of their respective affiliates; (ii) this entire Amendment is written in a manner calculated to be understood by him; (iii) he has been advised by the Bank to seek the advice of legal counsel before entering into this Amendment; (iv) the Executive has been provided with a reasonable period of time to consider the terms and conditions of this Amendment; (v) the Executive is fully aware of the legal and binding effect of this Amendment; and (vi) to the extent he executes this Amendment he does so knowingly and voluntarily and only after consulting his attorney or affirmatively waiving his right to consult with his attorney. In addition, the Executive acknowledges and agrees that he has had the assistance of counsel of his choosing in the negotiation of this Amendment, including with respect to tax matters, or he has chosen not to have the assistance of counsel.
15. This Amendment shall be governed by and construed in accordance with the laws ...
Prohibition on Payment. The Company is not a party to any agreement which would restrict the Company's ______________________________________ Footnote continued from previous page. ability to pay the aggregate maximum Put Amount in cash. The Company agrees that it will not, without the consent of the Holders of a majority of the Debt Debt Warrants at the time then outstanding, enter into any agreement or amend any existing agreement which would prohibit or otherwise limit the Company's ability to make cash payments upon exercise of any Put or restrict the Holder's ability to exercise this Debt Debt Warrant.
Prohibition on Payment. (a) Notwithstanding any contrary provision in this Agreement, no amount shall be paid pursuant to this Agreement if the Corporation terminates the Executive’s employment for Cause as defined in the Employment Agreement between the Executive and the Corporation.
(b) Notwithstanding any contrary provision in this Agreement and during the period which the Corporation is a TARP recipient, no amount shall be paid pursuant to this Agreement if the Executive incurs a Separation from Service for any reason other than death or Disability on or before the first anniversary of the Effective Date of this Agreement. This Agreement shall be interpreted in accordance guidance issued under EESA and AARA. Amendments to this Agreement shall comply with the provisions of EESA and AARA so long as such provisions apply to the Corporation. No amount shall be paid under this Agreement if such payment would be prohibited by EESA, AARA and regulations promulgated thereunder.
Prohibition on Payment. The Company is not a party to any agreement which would restrict the Company's ability to pay the BAR Value in cash. The Company agrees that it will not, without the consent of the Registered Holders of a majority of the BARs at the time then outstanding, enter into any agreement or amend any existing agreement which would prohibit or otherwise limit the Company's ability to make cash payments or payments in the form of Notes or other securities upon exercise of the BARs.
Prohibition on Payment. If, at any time after there has occurred a change in the Entity having control of the Licensee, or after the identity of the Licensee has changed as a result of an assignment of the benefit of this Agreement, the new Licensee is neither a US corporation nor Controlled by a US corporation, and the Licensee is prohibited from making any payment required under this Agreement by a governmental authority in any country, then the Licensee must with the prescribed period for making that payment use its reasonable endeavours to secure from the proper authority in the relevant country permission to make that payment and must make it within 7 days after receiving that permission. If the permission is not received within 30 days after the Licensee’s request then, at OGT’s option, the Licensee must either deposit the total amount due in US Dollars (or if conversion to US Dollars is either prohibited or not possible an amount in local currency of the relevant country equal to *% of the local currency equivalent of that US Dollar amount) in a bank account designated by OGT within that country or pay an Affiliate of OGT designated by OGT which has offices in that country. If when the prohibition on payment is lifted or conversion to US Dollars becomes possible the amount of local currency is insufficient to purchase the amount originally due in US Dollars then the Licensee must immediately make up the shortfall. If after conversion to US dollars of any amount of local currency deposited by the Licensee under this clause the US dollar amount exceeds the amount due to OGT, OGT will repay the excess to the Licensee.