Common use of Gross-up for Certain Taxes Clause in Contracts

Gross-up for Certain Taxes. If any of the payments or benefits due to you under this Agreement would otherwise result in your liability for any excise taxes pursuant to Internal Revenue Code (“Code”) Section 4999 (“Excise Tax”) (whether at the time of payment or upon a later IRS audit), the Company and you agree to use commercially reasonable efforts to restructure, in a manner reasonably acceptable to the Company and you, such payments or benefits due to you so that such Excise Tax is eliminated or minimized to the extent permitted by applicable law; provided, however, that, without creating any implication as to whether or not, under all the circumstances it would be unreasonable for you to refuse to defer receipt for a shorter period, the Company agrees that, regardless of the circumstances, it shall not be unreasonable for you to refuse to defer receipt of a material portion of the payments or benefits due to you under this Section 9 for more than six months after the date on which such payments or benefits would otherwise become due to you under this Agreement. If, despite the use of commercially reasonable efforts, the Company and you are unable either to agree on any such restructuring or to restructure the payments or benefits due to you under this Agreement to eliminate such Excise Tax, the Company will reimburse you for the amount of such Excise Tax plus all federal, state and local taxes applicable to the Company’s payment of such Excise Taxes, including any additional taxes due under Section 4999 of the Code with respect to payments made pursuant to this provision. Calculations for these purposes will assume the highest marginal rate for individuals applicable at the time of calculation. The intent of this Section 9 is that the Company will pay you an additional amount (the “Gross-Up Payment”) such that the net amount retained by you after deduction of (i) any Excise Tax imposed on any such payment or benefit; and (ii) any excise tax, federal, state or local income, payroll, and/or other taxes, imposed on the Gross-Up Payment, will equal the amount of such payment or benefit reduced by all applicable taxes on such amount other than the Excise Tax.

Gross-up for Certain Taxes. If any of the payments or benefits due to you under this Agreement would otherwise result in your liability for any excise taxes pursuant to Internal Revenue Code (“"Code”") Section 4999 (“"Excise Tax”") (whether at the time of payment or upon a later IRS audit), the Company and you agree to use commercially reasonable efforts to restructure, in a manner reasonably acceptable to the Company and you, such payments or benefits due to you so that such Excise Tax is eliminated or minimized to the extent permitted by applicable law; provided, however, that, without creating any implication as to whether or not, under all the circumstances it would be unreasonable for you to refuse to defer receipt for a shorter period, the Company agrees that, regardless of the circumstances, it shall not be unreasonable for you to refuse to defer receipt of a material portion of the payments or benefits due to you under this Section 9 for more than six months after the date on which such payments or benefits would otherwise become due to you under this Agreement. If, despite the use of commercially reasonable efforts, the Company and you are unable either to agree on any such restructuring or to restructure the payments or benefits due to you under this Agreement to eliminate such Excise Tax, the Company will reimburse you for the amount of such Excise Tax plus all federal, state and local taxes applicable to the Company’s 's payment of such Excise Taxes, including any additional taxes due under Section 4999 of the Code with respect to payments made pursuant to this provision. Calculations for these purposes will assume the highest marginal rate for individuals applicable at the time of calculation. The intent of this Section 9 is that the Company will pay you an additional amount (the “"Gross-Up Payment”") such that the net amount retained by you after deduction of (i) any Excise Tax imposed on any such payment or benefit; and (ii) any excise tax, federal, state or local income, payroll, and/or other taxes, imposed on the Gross-Up Payment, will equal the amount of such payment or benefit reduced by all applicable taxes on such amount other than the Excise Tax.

Gross-up for Certain Taxes. If any of the payments or benefits due to you under this Agreement would otherwise result in your liability for any excise taxes pursuant to Internal Revenue Code (“"Code”") Section 4999 (“"Excise Tax”") (whether at the time of payment or upon a later IRS audit), the Company and you agree to use commercially reasonable efforts to restructure, in a manner reasonably acceptable to the Company and you, such payments or benefits due to you so that such Excise Tax is eliminated or minimized to the extent permitted by applicable law; provided, however, that, without creating any implication as to whether or not, under all the circumstances it would be unreasonable for you to refuse to defer receipt for a shorter period, the Company agrees that, regardless of the circumstances, it shall not be unreasonable for you to refuse to defer receipt of a material portion of the payments or benefits due to you under this Section 9 for more than six months after the date on which such payments or benefits would otherwise become due to you under this Agreement. If, despite the use of commercially reasonable efforts, the Company and you are unable either to agree on any such restructuring or to restructure the payments or benefits due to you under this Agreement to eliminate such Excise Tax, the Company will reimburse you for the amount of such Excise Tax plus all federal, state and local taxes applicable to the Company’s 's payment of such Excise Taxes, including any additional taxes due under Section 4999 of the Code with respect to payments made pursuant to this provision. Calculations for these purposes will assume the highest marginal rate for individuals applicable at the time of calculation. The intent of this Section 9 is that the Company will pay you an additional amount (the “"Gross-Up Payment”") such that the net amount retained by you after deduction of (i) any Excise Tax imposed on any such payment or benefit; and (ii) any excise tax, federal, state or local income, payroll, and/or other taxes, imposed on the Gross-Up Payment, will equal the amount of such payment or benefit reduced by all applicable taxes on such amount other than the Excise TaxXxx.

Gross-up for Certain Taxes. If any of the payments or benefits due to you under this Agreement would otherwise result in your liability for any excise taxes pursuant to Internal Revenue Code (“Code”) Section 4999 (“Excise Tax”) (whether at the time of payment or upon a later IRS audit), the Company and you agree to use commercially reasonable efforts to restructure, in a manner reasonably acceptable to the Company and you, such payments or benefits due to you so that such Excise Tax is eliminated or minimized to the extent permitted by applicable law; provided, however, that, without creating any implication as to whether or not, under all the circumstances it would be unreasonable for you to refuse to defer receipt for a shorter period, the Company agrees that, regardless of the circumstances, it shall not be unreasonable for you to refuse to defer receipt of a material portion of the payments or benefits due to you under this Section 9 for more than six months after the date on which such payments or benefits would otherwise become due to you under this Agreement. If, despite the use of commercially reasonable efforts, the Company and you are unable either to agree on any such restructuring or to restructure the payments or benefits due to you under this Agreement to eliminate such Excise Tax, the Company will reimburse you for the amount of such Excise Tax plus all federal, state and local taxes applicable to the Company’s payment of such Excise Taxes, including any additional taxes due under Section 4999 of the Code with respect to payments made pursuant to this provision. Calculations for these purposes will assume the highest marginal rate for individuals applicable at the time of calculation. The intent of this Section 9 is that the Company will pay you an additional amount (the “Gross-Up Payment”) such that the net amount retained by you after deduction of (i) any Excise Tax imposed on any such payment or benefit; and (ii) any excise tax, federal, state or local income, payroll, and/or other taxes, imposed on the Gross-Up Payment, will equal the amount of such payment or benefit reduced by all applicable taxes on such amount other than the Excise TaxXxx.