Common use of Determination of Gross-Up Clause in Contracts

Determination of Gross-Up. Subject to the provisions of subsection (iii) of this Section 6(g), all determinations required to be made under this Section 6(g), including whether a Gross-up Payment is required and the amount of such Gross-up Payment, shall be made by an accounting firm satisfactory to the Company and Employee (“Accounting Firm”). The Accounting Firm shall make such determination and provide detailed supporting calculations to both the Company and Employee within fifteen (15) business days after it is requested to do so. The initial Gross-up Payment, if any, shall be paid to Employee within five (5) business days after the Company’s receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written opinion that he has legal authority satisfying the criteria set forth in Treasury Regulation Section 1.6661-3 or similar successor provisions not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and Employee.

Determination of Gross-Up. Subject to the provisions of subsection (iii) of this Section 6(g), all determinations required to be made under this Section 6(g), including whether a Gross-up Payment is required and the amount of such Gross-up Payment, shall be made by an accounting firm satisfactory to the Company and Employee (“"Accounting Firm”"). The Accounting Firm shall make such determination and provide detailed supporting calculations to both the Company and Employee within fifteen (15) business days after it is requested to do so. The initial Gross-up Payment, if any, shall be paid to Employee within five (5) business days after the Company’s 's receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written opinion that he has legal authority satisfying the criteria set forth in Treasury Regulation Section 1.6661-3 or similar successor provisions not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and Employee.