Common use of Reduced Amount Clause in Contracts

Reduced Amount. If the Accounting Firm determines that Agreement Payments should be reduced to the Reduced Amount, the Company shall promptly give you notice to that effect and a copy of the detailed calculation thereof. Absent manifest error, all determinations made by the Accounting Firm under this Section 9 shall be binding upon you and the Company and shall be made as soon as reasonably practicable and in no event later than twenty (20) business days following the Change of Control Date, or such later date on which there has been a Payment. For purposes of reducing the COC Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the COC Payments, if applicable, shall be made by reducing the payments and benefits under the following sections hereof in the following order and only to the extent necessary to achieve the Reduced Amount: first, any equity-based awards that would vest and become exercisable in full pursuant to Section 4(d) hereof and that would be out of the money as of the Date of Termination shall terminate;