Reduced Payments Clause Samples
The Reduced Payments clause establishes the conditions under which a party is permitted to make payments that are less than the originally agreed amount. Typically, this clause applies when certain events occur, such as partial performance, defects in goods or services, or the application of set-offs or deductions due to counterclaims. For example, if a supplier delivers only part of an order or if the delivered goods are found to be defective, the buyer may be entitled to reduce the payment accordingly. The core function of this clause is to provide a fair mechanism for adjusting payment obligations, thereby protecting parties from overpaying when contractual obligations are not fully met.
Reduced Payments. The Parties hereby agree and acknowledge that (i) the license grants, assignments, and related financial terms, if any, provided in Sections 10.4(a), 10.4(b), 10.4(c), 10.4(d), and 10.4(e) are in addition to, and without limitation of, any legal or equitable remedies that may be available with respect to any breach of this Agreement and (ii) the financial terms provided in Sections 10.4(a), 10.4(b), and 10.4(c) constitute a reasonable, fair, and equitable reflection of the relative value of each Party’s contributions and interest in the future value of the opportunity presented under this Agreement in the event of the circumstances under which such economic terms apply, and are not intended, and shall not be construed, as a form of penalty for any act or omission under this Agreement.
Reduced Payments. In the event that (i) the Total Payments would subject Employee to the Excise Tax, and (ii) the amount of the total “parachute payment” as defined in Section 280G(b) of the Code to be paid to Employee is less than 110% of the Safe Harbor Amount, then, only to the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type, mutually agreed to by Employee and the Company.
Reduced Payments. The Company and Lender previously agreed that the monthly payments between August 15, 2022 and October 15, 2022, as required by Section 2.3.2(b) of the Agreement, would be reduced to $15,000 per month (the “Payment Reduction”), but this Payment Reduction was not formally documented. Effective as of August 15, 2022, the Lender hereby agrees that for each of August 15, 2022, September 15, 2022 and October 15, 2022, the monthly payments required by Section 2.3.2(b) of the Agreement were reduced to $15,000 per month.
Reduced Payments. “Reduced Payments” shall have the meaning ascribed to such term in Section 4.3.6(ii).
Reduced Payments. If a Reduced Payment is made pursuant to this Section 7, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and Executive shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to Executive. In the event that acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant.
Reduced Payments. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits that the Advisor has the right to receive from Parent, the Company, and their respective affiliates (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 280G(b)(2) of the Code, the Advisor shall receive the Total Payments unless the (i) after-tax amount that would be retained by the Advisor (after taking into account all federal, state, and local income taxes payable by the Advisor and the amount of any excise taxes payable by the Advisor under Section 4999 of the Code that would be payable by the Advisor (the “Excise Taxes”)) if the Advisor were to receive the Total Payments has a lesser aggregate value than (ii) the after-tax amount that would be retained by the Advisor (after taking into account all federal, state, and local income taxes payable by the Advisor) if the Advisor were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the “Reduced Payments”), in which case the Advisor shall be entitled only to the Reduced Payments. If the Advisor is to receive the Reduced Payments, the reduction shall be made by reducing the Severance Payment. All reasonable fees and expenses of the Accounting Firm shall be borne solely by Parent.
Reduced Payments. Anything in the Plan to the contrary notwithstanding, in the event the Accounting Firm shall determine that receipt of all Payments would subject a Covered Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to the Plan (the “Plan Payments”) so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The Plan Payments shall be so reduced only if the Accounting Firm determines that the Covered Executive would have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced. If the Accounting Firm determines that the Covered Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced, the Covered Executive shall receive all Plan Payments to which the Covered Executive is entitled hereunder.