Common use of Reduction of Payments in Certain Circumstances Clause in Contracts

Reduction of Payments in Certain Circumstances. (a) Anything in this Agreement to the contrary notwithstanding, in the event PricewaterhouseCoopers or such other nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”) shall determine that receipt of all payments or distributions by the Company or its Affiliates in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would subject the 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 this Agreement (the “Agreement Payments”) to the Reduced Amount (as defined below). The Agreement Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were reduced to the Reduced Amount. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Executive’s Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled under this Agreement. For purposes of this Section 9, (i) “

Reduction of Payments in Certain Circumstances. (a) Anything in this Agreement to the contrary notwithstanding, in the event PricewaterhouseCoopers that the Company’s independent auditors or such other nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”) shall determine that receipt of all payments any payment or distributions distribution by the Company or its Affiliates affiliates in the nature of compensation to or for the Executive’s your benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would subject the Executive you to the excise tax under Section 4999 of the Internal Revenue Code of 1986 (“Code”), the Accounting Firm shall will determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (including pursuant to the EOSP and under any annual or long-term incentive award (collectively and selectively, the “Agreement Payments”) to the Reduced Amount (as defined below). The Agreement Payments shall will be reduced to the Reduced Amount only if the Accounting Firm determines that the Executive you would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s your Agreement Payments were reduced to the Reduced Amount. If the Accounting Firm determines that the Executive you would not have a greater Net After-Tax Receipt of aggregate Payments if the Executive’s your Agreement Payments were so reduced, the Executive shall you will receive all Agreement Payments to which the Executive is you are entitled under this AgreementAgreement or otherwise. For purposes of this Section 912, (i) “

Reduction of Payments in Certain Circumstances. (a) Anything During the Term, anything in this Agreement to the contrary notwithstanding, in the event PricewaterhouseCoopers that the Company's independent auditors or such other nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”) shall determine that receipt of all payments any payment or distributions distribution by the Company or its Affiliates affiliates in the nature of compensation to or for the Executive’s your benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would subject the Executive you to the excise tax under Section 4999 of the Code, the Accounting Firm shall will determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (including pursuant to any annual or long-term incentive award) (collectively and selectively, the “Agreement Payments”) to the Reduced Amount (as defined below). The Agreement Payments shall will be reduced to the Reduced Amount only if the Accounting Firm determines that the Executive you would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s your Agreement Payments were reduced to the Reduced Amount. If the Accounting Firm determines that the Executive you would not have a greater Net After-Tax Receipt of aggregate Payments if the Executive’s your Agreement Payments were so reduced, the Executive shall you will receive all Agreement Payments to which the Executive is you are entitled under this AgreementAgreement or otherwise. For purposes of this Section 910, (i) “

Reduction of Payments in Certain Circumstances. (a) Anything During the Term, anything in this Agreement to the contrary notwithstanding, in the event PricewaterhouseCoopers that the Company's independent auditors or such other nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”) shall determine that receipt of all payments any payment or distributions distribution by the Company or its Affiliates affiliates in the nature of compensation to or for the Executive’s your benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would subject the Executive you to the excise tax under Section 4999 of the Code, the Accounting Firm shall will determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (including pursuant to any annual or long-term incentive award) (collectively and selectively, the “Agreement Payments”) to the Reduced Amount (as defined below). The Agreement Payments shall will be reduced to the Reduced Amount only if the Accounting Firm determines that the Executive you would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s your Agreement Payments were reduced to the Reduced Amount. If the Accounting Firm determines that the Executive you would not have a greater Net After-Tax Receipt of aggregate Payments if the Executive’s your Agreement Payments were so reduced, the Executive shall you will receive all Agreement Payments to which the Executive is you are entitled under this AgreementAgreement or otherwise. For purposes of this Section 9, (i) “

Reduction of Payments in Certain Circumstances. (a) Anything in this Agreement to the contrary notwithstanding, in the event PricewaterhouseCoopers or such other nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”) shall determine that receipt of all payments or distributions by the Company or its Affiliates the affiliated companies in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would subject the 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 this Agreement (the “Agreement Payments”) to the Reduced Amount (as defined below). The Agreement Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were reduced to the Reduced Amount. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Executive’s Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled under this Agreement. For purposes of this Section 9, (i) “

Reduction of Payments in Certain Circumstances. (a) Anything a)During the Term, anything in this Agreement to the contrary notwithstanding, in the event PricewaterhouseCoopers that the Company’s independent auditors or such other nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”) shall determine that receipt of all payments any payment or distributions distribution by the Company or its Affiliates affiliates in the nature of compensation to or for the Executive’s your benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would subject the Executive you to the excise tax under Section 4999 of the Code, the Accounting Firm shall will determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (including pursuant to any annual or long-term incentive award) (collectively and selectively, the “Agreement Payments”) to the Reduced Amount (as defined below). The Agreement Payments shall will be reduced to the Reduced Amount only if the Accounting Firm determines that the Executive you would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s your Agreement Payments were reduced to the Reduced Amount. If the Accounting Firm determines that the Executive you would not have a greater Net After-Tax Receipt of aggregate Payments if the Executive’s your Agreement Payments were so reduced, the Executive shall you will receive all Agreement Payments to which the Executive is you are entitled under this AgreementAgreement or otherwise. For purposes of this Section 9, (i) “