Common use of Internal Revenue Service Clause in Contracts

Internal Revenue Service. The Accounting Firm shall provide detailed supporting calculations with respect to its determination both to the Company and the Executive within such fifteen business day period. All fees and expenses of the Accounting Firm under this Section 9(b) shall be borne solely by the Company. The initial Gross-Up Payment, if any, as determined pursuant to this Section 9(b), shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be final, binding and conclusive upon the Company and the Executive, except as provided in the following sentences of this Section 9(b). As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment") or that Gross-Up Payments which have been made by the Company should not have been made ("Excess Gross-Up Payment"), consistent with the calculations required to be made hereunder. Either party hereto can request a redetermination by the Accounting Firm. An Underpayment can result from a claim by the Internal Revenue Service or from a determination by the Accounting Firm. In the event that the Internal Revenue Service makes a claim and the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. In the event that the Accounting Firm determines that an Underpayment has occurred, the Accounting Firm shall promptly determine the amount of the Underpayment, which shall be promptly paid by the Company to or for the benefit of the Executive. An Excess Gross-Up Payment can result from a determination by the Internal Revenue Service or the Accounting Firm. If the Accounting Firm makes an Excess Gross-Up Payment determination, it must furnish the Executive with a written opinion that the basis for its determination would be accepted by the Internal Revenue Service and that the Executive has a right to a refund of taxes or credit against taxes with respect to the Excess Gross-Up Payment. The Executive shall promptly repay to the Company an amount equal to the reduction in aggregate taxes due by the Executive resulting from such determination by the Internal Revenue Service or the Accounting Firm, provided that the Executive shall only be required to repay any portion of such amount that had been paid to the Internal Revenue Service to the extent that and when the Executive receives a refund from the Internal Revenue Service (or is entitled and able to utilize such amount as a credit against other taxes due).