Example ContractsClausesBest After Tax Result
Best After Tax Result
Best After Tax Result contract clause examples

Best After Tax. If any payment or benefit Executive would receive pursuant to a Change in Control from the Company or otherwise (“Payment”) would # constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either # the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or # the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of current cash payments; reduction of deferred cash payments subject to Code Section 409A; cancellation of accelerated vesting of stock options; cancellation of accelerated vesting of stock awards other than stock options; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards.

Best Efforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section ‎6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section ‎7 of this Agreement.

Best Efforts. Employee agrees, as long as this Agreement is in effect, to continue to devote his best efforts and time and attention to the business of Employer and to the performance of his executive, managerial and supervisory duties.

Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in [Section 7] of this Agreement.

Reasonable Best Efforts. Subject to the terms and conditions herein provided, the parties agree to use their reasonable best efforts in good faith to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement during the first calendar quarter of 2018 or as soon thereafter as practicable. In the event that a party determines that a condition to obligation to complete the Merger cannot be fulfilled and that it will not waive that condition, it will immediately so notify the other party.

Prepayments After Default. If concurrently with or during the existence of an Event of Default, payment of all or any part of the principal of the Loan is tendered (which tender may be rejected by to the extent permitted by applicable Legal Requirements) by , a purchaser at foreclosure, or any other Person, or otherwise recovered by (including through application of any Reserve Funds or any other cash collateral for the Loan pursuant to the Loan Documents), # such tender or recovery shall be deemed to be a voluntary prepayment in an attempt to circumvent the prohibition against prepayment set forth in [Section 2.4.1] herein and # , such purchaser at foreclosure or other Person shall pay the Minimum Interest Payment Amount, the Exit Fee and the Breakage Costs, in addition to the Outstanding Principal Balance, all accrued and unpaid interest and other amounts payable under the Loan Documents (including the Interest Shortfall), all out-of-pocket costs and expenses incurred by in connection with such prepayment and if such prepayment occurs prior to the final sale of the Loan in a Secondary Market Transaction, Hedge Losses. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by in its sole discretion.

After Employment Term. The parties acknowledge that Employee will acquire substantial knowledge and information concerning the business of the Company and its respective affiliates as a result of his employment. The parties further acknowledge that the scope of business in which the Company and its respective affiliates are engaged as of the Effective Date is international and very competitive and one in which few companies can successfully compete. Competition by Employee in that business after the Employment Term would severely injure the Company and its respective affiliates. Accordingly, for a period of one year after Employee's employment terminates for any reason whatsoever with the Company, Employee agrees: # not to become an employee, consultant, advisor, principal, partner or substantial shareholder of any firm or business that competes with the Company or its affiliates in their principal products and markets, that is a reasonably anticipated extension of the Company’s or its affiliates in their principal products and markets, or that is engaged in the research or development of a product that will compete with the Company or its affiliates in their principal products and markets; and (2), on behalf of any such competitive firm or business, not to solicit any person or business that was at the time of such termination and remains a customer or prospective customer, a supplier or prospective supplier, or an employee of the Company or an affiliate.

Prepayments After Default. If payment of all or any part of the Debt is tendered by the Borrowers or otherwise recovered by the Agent (including through application of any Reserve Funds) after an Event of Default, such tender or recovery shall be deemed to have been made on the next occurring Payment Date together with the Monthly Interest Payment.

In the event this Agreement is terminated for any reason whatsoever (including without cause), the Distributor shall remain liable to pay for all Products delivered to the Distributor prior to the date of termination. The Distributor shall discontinue all marketing activities with regard to the Products from and after the day following the expiration or termination of this Agreement. Any exceptions hereto (i.e. sales of then remaining inventory to customers of the Distributor in the Territory) are subject to the express prior written approval of the Manufacturer, as set forth below.

CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

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