Common use of Tax Protection Clause in Contracts

Tax Protection. If the Company or the Company's independent accountants (which shall consider such issue upon the reasonable request of the Executive) determine that any payments and benefits called for under this Agreement, together with any other payments and benefits made available to Executive by the Company or a Company Affiliate, will result in Executive's being subject to an excise tax under Section 4999 of the Code or if such an excise tax is assessed against Executive as a result of any such payments and other benefits, the Company shall make a Gross Up Payment to or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 13) as the Company reasonably requests under the circumstances to mitigate or challenge such tax; provided, however, if the Company or the Company's independent accountants make such a determination and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive's right to receive a part of such payments or benefits and such part does not exceed $25,000, Executive shall irrevocably waive Executive's right to receive such part if an independent accountant or lawyer retained by Executive and paid by the Company agrees with the determination made by the Company or the Company's independent accountants with respect to the effect of such reduction in payments or benefits. Any determinations under this Section 13 shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary, or final) and any related Internal Revenue Service rulings and any related case law and, if the Company reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 13) and Executive complies with such request, the Company shall provide Executive with such information and such expert advice and assistance from the Company's independent accountants, lawyers, and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest, and other assessments.

Tax Protection. If Anything to the Company or the Company's independent accountants (which shall consider such issue upon the reasonable request of the Executive) determine that contrary herein notwithstanding, if any payments and benefits called provided for under this Agreement, together with any other payments or benefits that Executive has the right to receive from Broadwing (the “Payments”), would equal or exceed an amount equal to three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) (the “Safe Harbor Amount”) and benefits made available to Executive by the Company or a Company Affiliate, will result in Executive's being would be subject to an the excise tax under imposed by Section 4999 of the Code Code, or if any interest or penalties with respect to such an excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), Broadwing shall pay Executive an additional payment (a “Gross-up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed on any Gross-up Payment, Executive will retain an amount of the Gross-up Payment equal to the Excise Tax imposed upon the Payments. the Compensation Committee, or any officer delegated by the Compensation Committee shall make an initial determination as to whether a Gross-up Payment is assessed against Executive as a result required and the amount of any such payments and other benefitsGross-up Payment. Executive shall notify Broadwing immediately in writing of any claim by the Internal Revenue Service which, the Company shall if successful, would require Broadwing to make a Gross Up Gross-up Payment to (or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (other than waiving Executive's right to any payments or benefits a Gross-up Payment in excess of that, if any, initially determined by the payments Compensation Committee or benefits which such designated officer) within five (5) days of the receipt of such claim. Broadwing shall notify Executive has expressly agreed in writing at least five (5) days prior to waive under this Section 13) as the Company reasonably requests under due date of any response required with respect to such claim if it plans to contest the circumstances claim. If Broadwing decides to mitigate or challenge contest such taxclaim, then Executive shall cooperate fully with Broadwing in such action; provided, however, if the Company Broadwing shall bear and pay directly or the Company's independent accountants make indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a determination andresult of Broadwing’s action. If, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive's right to receive as a part result of such payments or benefits and such part does not exceed $25,000, Executive shall irrevocably waive Executive's right to receive such part if an independent accountant or lawyer retained by Executive and paid by the Company agrees with the determination made by the Company or the Company's independent accountants Broadwing’s action with respect to a claim, Executive receives a refund of any amount paid by Broadwing with respect to such claim, then Executive shall promptly pay such refund to Broadwing. If Broadwing fails to timely notify Executive whether it will contest such claim or Broadwing determines not to contest such claim then Broadwing shall pay Executive the effect portion of such reduction in payments or benefits. Any determinations under this Section 13 shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary, or final) and any related Internal Revenue Service rulings and any related case law andclaim, if the Company reasonably requests that Executive take action to mitigate or challengeany, or to mitigate and challenge, any such tax or assessment (other than waiving which it has not previously paid Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 13) and Executive complies with such request, the Company shall provide Executive with such information and such expert advice and assistance from the Company's independent accountants, lawyers, and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest, and other assessments.

Tax Protection. If the Company Post or the CompanyPost's independent accountants (which shall consider such issue upon the reasonable request of the Executive) determine that any payments and benefits called for under this Agreement, together with any other payments and benefits made available to Executive by the Company Post Parties or a Company Post Affiliate, will result in Executive's being subject to an excise tax under Section 4999 of the Code or if such an excise tax is assessed against Executive as a result of any such payments and other benefits, the Company Post shall make a Gross Up Payment to or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 13) as the Company Post reasonably requests under the circumstances to mitigate or challenge such tax; provided, however, if the Company Post or the CompanyPost's independent accountants make such a determination and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive's right to receive a part of such payments or benefits and such part does not exceed $25,000, Executive shall irrevocably waive Executive's right to receive such part if an independent accountant or lawyer retained by Executive and paid by the Company Post agrees with the determination made by the Company Post or the CompanyPost's independent accountants with respect to the effect of such reduction in payments or benefits. Any determinations under this Section 13 shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary, or final) and any related Internal Revenue Service rulings and any related case law and, if the Company Post reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 13) and Executive complies with such request, the Company Post shall provide Executive with such information and such expert advice and assistance from the CompanyPost's independent accountants, lawyers, lawyers and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest, and other assessments.

Tax Protection. If the Company Post or the CompanyPost's independent accountants (which shall consider such issue upon the reasonable request of the Executive) determine that any payments and benefits called for under this Agreement, Agreement together with any other payments and benefits made available to Executive by the Company Post or a Company Affiliate, Post Affiliate will result in Executive's Executive being subject to an excise tax under Section 4999 of the Code or if such an excise tax is assessed against Executive as a result of any such payments and other benefits, the Company Post shall make a Gross Up Payment to or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 13) 8) as the Company Post reasonably requests under the circumstances to mitigate or challenge such tax; provided, however, if the Company Post or the CompanyPost's independent accountants make such a determination and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive's right to receive a part of such payments or benefits and such part does not exceed $25,00010,000, Executive shall irrevocably waive Executive's right to receive such part if an independent accountant or lawyer retained by Executive and paid by the Company Post agrees with the determination made by the Company Post or the CompanyPost's independent accountants with respect to the effect of such reduction in payments or benefits. Any determinations under this Section 13 8 shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary, temporary or final) and any related Internal Revenue Service rulings and any related case law and, if the Company Post reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 13) 8) and Executive complies with such request, the Company Post shall provide Executive with such information and such expert advice and assistance from the CompanyPost's independent accountants, lawyers, lawyers and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest, interest and other assessments.

Tax Protection. If the Company Post or the CompanyPost's independent accountants (which shall consider such issue upon the reasonable request of the Executive) determine that any payments and benefits called for under this Agreement, together with any other payments and benefits made available to Executive by the Company Post or a Company an Affiliate, will result in Executive's being subject to an excise tax under Section 4999 of the Code or if such an excise tax is assessed against Executive as a result of any such payments and other benefits, the Company Post shall make a Gross Up Payment to or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 13) as the Company Post reasonably requests under the circumstances to mitigate or challenge such tax; provided, however, if the Company Post or the CompanyPost's independent accountants make such a determination and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive's right to receive a part of such payments or benefits and such part does not exceed $25,00010,000.00, Executive shall irrevocably waive Executive's right to receive such part if an independent accountant or lawyer retained by Executive and paid by the Company Post agrees with the determination made by the Company Post or the CompanyPost's independent accountants with respect to the effect of such reduction in payments or benefits. Any determinations under this Section 13 shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary, or final) and any related Internal Revenue Service rulings and any related case law and, if the Company Post reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 13) and Executive complies with such request, the Company Post shall provide Executive with such information and such expert advice and assistance from the CompanyPost's independent accountants, lawyers, and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest, and other assessments.

Tax Protection. If the Company Post or the CompanyPost's independent accountants (which shall consider such issue upon the reasonable request of the Executive) determine that any payments and benefits called for under this Agreement, Agreement together with any other payments and benefits made available to Executive by the Company Post or a Company Affiliate, Post affiliate will result in Executive's Executive being subject to an excise tax under Section 4999 of the Code (or any successor provision thereof) or if such an excise tax is assessed against Executive as a result of any such payments and other benefits, the Company Post shall make a Gross Up Payment to or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 135.3) as the Company Post reasonably requests under the circumstances to mitigate or challenge such tax; provided, however, if the Company Post or the CompanyPost's independent accountants make such a determination and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive's right to receive a part of such payments or benefits and such part does not exceed $25,000, Executive shall irrevocably waive Executive's right to receive such part if an independent accountant or lawyer retained by Executive and paid by the Company Post agrees with the determination made by the Company Post or the CompanyPost's independent accountants with respect to the effect of such reduction in payments or benefits. Any determinations under this Section 13 5.3 shall be made in accordance with Section 280G of the Code Code, including any successor provision thereof, and any applicable related regulations (whether proposed, temporary, temporary or final) and any related Internal Revenue Service rulings and any related case law and, if the Company Post reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 135.3) and Executive complies with such request, the Company Post shall provide Executive with such information and such expert advice and assistance from the CompanyPost's independent accountants, lawyers, lawyers and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest, interest and other assessments.

Tax Protection. If Anything to the Company or the Company's independent accountants (which shall consider such issue upon the reasonable request of the Executive) determine that contrary herein notwithstanding, if any payments and benefits called provided for under this Agreement, together with any other payments or benefits that Executive has the right to receive from Broadwing (the “Payments”), would equal or exceed an amount equal to three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) (the “Safe Harbor Amount”) and benefits made available to Executive by the Company or a Company Affiliate, will result in Executive's being would be subject to an the excise tax under imposed by Section 4999 of the Code Code, or if any interest or penalties with respect to such an excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), Broadwing shall pay Executive an additional payment (a “Gross-up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed on any Gross-up Payment, Executive will retain an amount of the Gross-up Payment equal to the Excise Tax imposed upon the Payments. the Compensation Committee, or any officer delegated by the Compensation Committee shall make an initial determination as to whether a Gross-up Payment is assessed against Executive as a result required and the amount of any such payments and other benefitsGross-up Payment. Executive shall notify Broadwing immediately in writing of any claim by the Internal Revenue Service which, the Company shall if successful, would require Broadwing to make a Gross Up Gross-up Payment to (or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (other than waiving Executive's right to any payments or benefits a Gross-up Payment in excess of that, if any, initially determined by the payments Compensation Committee or benefits which such designated officer) within five (5) days of the receipt of such claim. Broadwing shall notify Executive has expressly agreed in writing at least five (5) days prior to waive under this Section 13) as the Company reasonably requests under due date of any response required with respect to such claim if it plans to contest the circumstances claim. If Broadwing decides to mitigate or challenge contest such taxclaim, then Executive shall cooperate fully with Broadwing in such action; provided, however, if the Company Broadwing shall bear and pay directly or the Company's independent accountants make indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a determination andresult of Broadwing’s action. If, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive's right to receive as a part result of such payments or benefits and such part does not exceed $25,000, Executive shall irrevocably waive Executive's right to receive such part if an independent accountant or lawyer retained by Executive and paid by the Company agrees with the determination made by the Company or the Company's independent accountants Broadwing’s action with respect to a claim, Executive receives a refund of any amount paid by Broadwing with respect to such claim, then Executive shall promptly pay such refund to Broadwing. If Broadwing fails to timely notify Executive whether it will contest such claim or Broadwing determines not to contest such claim then Broadwing shall pay Executive the effect portion of such reduction in payments or benefitsclaim, if any, which it has not previously paid Executive. Any determinations under Notwithstanding the foregoing provisions of this Section 13 8, if it shall be determined that Parachute Value of all Payments is more than 100% but not more than 115% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to Executive and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in accordance with Section 280G the aggregate, equals the Safe Harbor Amount. The reduction of the Code and any applicable related regulations (whether proposed, temporary, or final) and any related Internal Revenue Service rulings and any related case law andamounts payable hereunder, if the Company reasonably requests that Executive take action to mitigate or challengeapplicable, or to mitigate and challenge, any such tax or assessment (other than waiving Executive's right to any payments or benefits in excess of shall be made by first reducing the payments under Section 3(d)(ii) or benefits which Executive has expressly agreed to waive under this Section 13) and Executive complies with such request4(e)(ii)(B), unless an alternative method of reduction is elected by the Company shall provide Executive with such information and such expert advice and assistance from the Company's independent accountants, lawyersExecutive, and other advisors as Executive may reasonably request and in any event shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest, and other assessments.be made in

Tax Protection. If the Company or the Company's its independent accountants (which shall consider such issue upon the reasonable request of the Executive) determine that any payments and or benefits called for under this Agreement, together with any other payments and benefits made available to Executive by the Company or a Company Affiliatesubsidiary or affiliate thereof, will result in Executive's ’s being subject to an excise tax under Section 4999 of the Code or if such an excise tax is assessed against Executive as a result of any such payments and other benefits, the Company shall make a Gross Up Payment to or on behalf of Executive as and when any such determination or assessment is madepayments are remitted to the Treasury; provided, provided Executive takes such action (other than waiving Executive's ’s right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 133) as the Company reasonably requests under the circumstances to mitigate or challenge such tax; provided, however, if the Company or the Company's its independent accountants make such a determination and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive's ’s right to receive a part of such payments or benefits and such part does not exceed $25,000ten percent (10%) of the total “parachute payments” (as defined in Section 280G of the Code) payable to or on behalf of Executive, Executive shall irrevocably waive Executive's ’s right to receive such part if an independent accountant or lawyer retained by Executive and paid by the Company agrees with the determination made by the Company or the Company's its independent accountants with respect to the effect of such reduction in payments or benefits. Any determinations under this Section 13 3 shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary, or final) and any related Internal Revenue Service rulings and any related case law and, if the Company reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive's ’s right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 133) and Executive complies with such request, the Company shall provide Executive with such information and such expert advice and assistance from the Company's ’s independent accountants, lawyers, attorneys and other advisors as Executive may reasonably request request, and Company shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest, and other assessments.

Tax Protection. If The Corporation will reimburse you for the Company or the Company's independent accountants total United States (which shall consider such issue upon the reasonable request of the Executivestate and federal) determine that any payments and benefits called for under this Agreement, together with any other payments and benefits made available to Executive foreign taxes incurred by the Company or a Company Affiliate, will result in Executive's being subject to an excise tax under Section 4999 of the Code or if such an excise tax is assessed against Executive you as a result of receiving payments of your base salary and any such incentive bonuses earned during the Term, as well as payments and other benefitspursuant to paragraph 3 above, the Company shall make a Gross Up Payment to or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (other than waiving Executive's right to any payments or benefits in excess of the total UK and Italian (local and federal) taxes you would have incurred as a result of receiving such payments if your current tax residency status had not changed, assuming the same allocations of your time were made as in the year prior to the Term. As noted, the Corporation’s obligation to reimburse you for such excess taxes relates only to items of income and benefits you receive from the Corporation for services rendered to the Corporation. The Corporation’s obligation to reimburse you for excess taxes shall not apply to any severance payments under the letter agreement entered into between you and the Corporation effective November 10, 2008 or any successor agreement thereto. Payments of such reimbursements for excess taxes shall be made no later than the end of the second taxable year beginning after the taxable year in which your U.S. federal income tax return is required to be filed (including any extensions) for the year in which the compensation subject to such reimbursement relates. In addition, the Corporation will reimburse you for all United States (state and federal) and foreign taxes incurred by you as a result of receiving the benefits which Executive has expressly agreed described in paragraphs 4 through 8, above. These reimbursements will be grossed-up so that the net amount received by you, after subtraction of all taxes applicable to waive the reimbursement plus the gross-up amount, will equal the reimbursement amount. Reimbursements under this Section 13) paragraph will be paid to you no later than the end of the taxable year next following the taxable year in which you pay taxes on the benefits described in paragraphs 4 through 8, above. The amounts to be reimbursed under this paragraph 9 will be determined by a nationally recognized accounting firm selected by the Corporation, whose determination will be binding on both parties. You agree to take such reasonable steps and make such elections as the Company reasonably requests Corporation may request in order to reduce the Corporation's obligations under the circumstances to mitigate or challenge such tax; this paragraph provided, however, that if such elections are expected to impact tax years subsequent to the Company or end of the Company's independent accountants make such a determination andTerm, further, determine that Executive you will not be subject required to any do so unless you consent to such excise tax if Executive waives Executive's right to receive a part of such payments or benefits and such part does actions, which consent shall not exceed $25,000, Executive shall irrevocably waive Executive's right to receive such part if an independent accountant or lawyer retained by Executive and paid by the Company agrees with the determination made by the Company or the Company's independent accountants with respect to the effect of such reduction in payments or benefits. Any determinations under this Section 13 shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary, or final) and any related Internal Revenue Service rulings and any related case law and, if the Company reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 13) and Executive complies with such request, the Company shall provide Executive with such information and such expert advice and assistance from the Company's independent accountants, lawyers, and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest, and other assessmentsunreasonably withheld.

Tax Protection. If the Company Carmike or the CompanyCarmike's independent accountants (which shall consider such issue upon the reasonable request of the Executive) determine that any payments and benefits called for under this Agreement, Agreement together with any other payments and benefits made available to Executive by the Company or a Company Affiliate, Carmike will result in Executive's Executive being subject to an excise tax under Section 4999 of the Code or if such an excise tax is assessed against Executive as a result of any such payments and other benefits, the Company Carmike shall make a Gross Up Payment to or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 134) as the Company Carmike reasonably requests under the circumstances to mitigate or challenge such tax; provided, however, if the Company Carmike or the CompanyCarmike's independent accountants make such a determination and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive's right to receive a part of such payments or benefits and such part does not exceed $25,00010,000, Executive shall irrevocably waive Executive's right to receive such part if an independent accountant or lawyer retained by Executive and paid by the Company Carmike agrees with the determination made by the Company Carmike or the CompanyCarmike's independent accountants with respect to the effect of such reduction in payments or benefits. Any determinations under this Section 13 4 shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary, temporary or final) and any related Internal Revenue Service rulings and any related case law and, if the Company Carmike reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 134) and Executive complies with such request, the Company Carmike shall provide Executive with such information and such expert advice and assistance from the CompanyCarmike's independent accountants, lawyers, lawyers and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest, interest and other assessments.

Tax Protection. If the Company Post or the CompanyPost's independent accountants (which shall consider such issue upon the reasonable request of the Executive) determine that any payments and benefits called for under this Agreement, Agreement together with any other payments and benefits made available to Executive by the Company Post or a Company Affiliate, Post Affiliate will result in Executive's Executive being subject to an excise tax under Section 4999 of the Code or if such an excise tax is assessed against Executive as a result of any such payments and other benefits, the Company Post shall make a Gross Up Payment to or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 13) 8) as the Company Post reasonably requests under the circumstances to mitigate or challenge such tax; provided, however, if the Company Post or the CompanyPost's independent accountants make such a determination and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive's right to receive a part of such payments or benefits and such part does not exceed $25,000, Executive shall irrevocably waive Executive's right to receive such part if an independent accountant or lawyer retained by Executive and paid by the Company Post agrees with the determination made by the Company Post or the CompanyPost's independent accountants with respect to the effect of such reduction in payments or benefits. Any determinations under this Section 13 8 shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary, temporary or final) and any related Internal Revenue Service rulings and any related case law and, if the Company Post reasonably requests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this Section 13) 8) and Executive complies with such request, the Company Post shall provide Executive with such information and such expert advice and assistance from the CompanyPost's independent accountants, lawyers, lawyers and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest, interest and other assessments.