Common use of Redeterminations Based on IRS or Court Ruling Clause in Contracts

Redeterminations Based on IRS or Court Ruling. If after the date of the Initial Determination (a) Executive becomes entitled to receive additional Payments (including, without limitation, severance) contingent upon the same Change in Control or other event which results in such compensation being subject to the excise tax imposed by Section 4999 of the Code or (b) Executive becomes subject to the terms of any final binding agreement between Executive and the Internal Revenue Service or any decision of a court of competent jurisdiction which is not appealable or for which the time to appeal has lapsed (a “Final Determination”) and which is contrary to the Initial Determination, then based upon such additional Payments or such Final Determination (as the case may be), the Accounting Firm shall recalculate: (i) the aggregate Payments (such recalculated amount, the “Redetermined Payments”); and (ii) the related excise tax, if any, imposed by Section 4999 of the Code (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter referred to as the “Redetermined Excise Tax”).

Redeterminations Based on IRS or Court Ruling. If after the date of the Initial Determination (aA) Executive becomes entitled to receive additional Payments (including, without limitation, severance) contingent upon the same Change in Control or other event which results in such compensation being subject to the excise tax imposed by Section 4999 of the Code Control, or (bB) Executive becomes subject to the terms of any final binding agreement between Executive and the Internal Revenue Service or any decision of a court of competent jurisdiction which is not appealable or for which the time to appeal has lapsed (a “Final Determination”"FINAL DETERMINATION") and which is contrary to the Initial Determination, then based upon such additional Payments or such Final Determination (as the case may be), the Accounting Firm shall recalculate: (i) the aggregate Payments (such recalculated amount, the “Redetermined Payments”"REDETERMINED PAYMENTS"); and (ii) the related maximum amount of the Redetermined Payments Executive would be entitled to receive without being subject to the excise tax, if any, tax imposed by Section 4999 of the Code (the "REDETERMINED PAYMENT CAP") (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter referred to as the “Redetermined Excise Tax”"REDETERMINED EXCISE TAX").

Redeterminations Based on IRS or Court Ruling. If after the date of the Initial Determination (aA) Executive becomes entitled to receive additional Payments (including, without limitation, severance) contingent upon the same Change in Control or other event which results in such compensation being subject to the excise tax imposed by Section 4999 of the Code Control, or (bB) Executive becomes subject to the terms of any final binding agreement between Executive and the Internal Revenue Service or any decision of a court of competent jurisdiction which is not appealable or for which the time to appeal has lapsed (a “Final DeterminationFINAL DETERMINATION”) and which is contrary to the Initial Determination, then based upon such additional Payments or such Final Determination (as the case may be), the Accounting Firm shall recalculate: (i) the aggregate Payments (such recalculated amount, the “Redetermined PaymentsREDETERMINED PAYMENTS”); and (ii) the related maximum amount of the Redetermined Payments Executive would be entitled to receive without being subject to the excise tax, if any, tax imposed by Section 4999 of the Code (the “REDETERMINED PAYMENT CAP”) (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter referred to as the “Redetermined Excise TaxREDETERMINED EXCISE TAX”).

Redeterminations Based on IRS or Court Ruling. If after the date of the Initial Determination (aA) Executive becomes entitled to receive additional Payments (including, without limitation, severance) contingent upon the same Change in Control or other event which results in such compensation being subject to the excise tax imposed by Section 4999 of the Code Ownership, or (bB) Executive becomes subject to the terms of any final binding agreement between Executive and the Internal Revenue Service or any decision of a court of competent jurisdiction which is not appealable or for which the time to appeal has lapsed (a “Final Determination”) and which is contrary to the Initial Determination, then based upon such additional Payments or such Final Determination (as the case may be), the Accounting Firm shall recalculate: (i) the aggregate Payments (such recalculated amount, the “Redetermined Payments”); and (ii) the related maximum amount of the Redetermined Payments Executive would be entitled to receive without being subject to the excise tax, if any, tax imposed by Section 4999 of the Code (the “Redetermined Payment Cap”) (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter referred to as the “Redetermined Excise Tax”).

Redeterminations Based on IRS or Court Ruling. If after the date of the Initial Determination (aA) Executive becomes entitled to receive additional Payments (including, without limitation, severance) contingent upon the same Change in Control or other event which results in such compensation being subject to the excise tax imposed by Section 4999 of the Code Control, or (bB) Executive becomes subject to the terms of any final binding agreement between Executive and the Internal Revenue Service or any decision of a court of competent jurisdiction which is not appealable or for which the time to appeal has lapsed (a “Final DeterminationFINAL DETERMINATION”) and which is contrary to the Initial Determination, then based upon such additional Payments or such Final Determination (as the case may be), the Accounting Firm shall recalculate: (i) the aggregate Payments (such recalculated amount, the “Redetermined PaymentsREDETERMINED PAYMENTS”); and (ii) the related maximum amount of the Redetermined Payments Executive would be entitled to receive without being subject to the excise tax, if any, tax imposed by Section 4999 of the Code (the “REDETERMINED PAYMENT CAP”) (such excise tax, together with any interest or penalties with respect to such excise tax, are hereinafter referred to as the “Redetermined Excise TaxREDETERMINED EXCISE TAX”).