Common use of Determination of Gross-Up Payment Clause in Contracts

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C), all determinations required under this Section 9, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the Accounting Firm, which shall provide detailed supporting calculations to both Executive and the Company within fifteen days of the Change in Control Date, Executive's Date of Termination or any other date reasonably requested by Executive or the Company on which a determination under this Section 9 is necessary or advisable. The Company shall pay to Executive the initial Gross-Up Payment within 5 days of the receipt by Executive and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Company shall cause the Accounting Firm to provide Executive with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive with respect to any Payment (hereinafter an "Underpayment"), the Company, after exhausting its remedies under Section 9(C) below, shall promptly pay to Executive an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C), 4(c) all determinations required under this Section 94, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the accounting firm that was the Company’s independent auditors immediately prior to the Change in Control (or, in default thereof, an accounting firm mutually agreed upon by the Company and Executive) (the “Accounting Firm, ”) which shall provide detailed supporting calculations both to both Executive and the Company within fifteen days of the Change in Control DateControl, Executive's the Termination Date of Termination or any other date reasonably requested by Executive or the Company on which a determination under this Section 9 4 is necessary or advisable. The Company shall pay to Executive the initial Gross-Up Payment within 5 days of the receipt by Executive and the Company of the Accounting Firm's ’s determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Company shall cause the Accounting Firm to provide Executive with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive Executive’s federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive with respect to any Payment (hereinafter an "“Underpayment"), ”) the Company, after exhausting its remedies under Section 9(C4(c) below, shall promptly pay to Executive an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C4(c), all determinations required under this Section 94, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the accounting firm that was the Company's independent auditors immediately prior to the Change in Control (or, in default thereof, an accounting firm mutually agreed upon by the Company and Executive) (the "Accounting Firm"), which shall provide detailed supporting calculations both to both Executive and the Company within fifteen days of the Change in Control DateControl, Executive's the Termination Date of Termination or any other date reasonably requested by Executive or the Company on which a determination under this Section 9 4 is necessary or advisable. The Company shall pay to Executive the initial Gross-Up Payment within 5 days of the receipt by Executive and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Company shall cause the Accounting Firm to provide Executive with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive Executive's federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive with respect to any Payment (hereinafter an "Underpayment"), the Company, after exhausting its remedies under Section 9(C4(c) below, shall promptly pay to Executive an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C4(c), all determinations required under this Section 94, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to both Executive you and the Company within fifteen days of the Change in Control Date, Executive's your Date of Termination or any other date reasonably requested by Executive you or the Company on which a determination under this Section 9 4 is necessary or advisable. The Company shall pay to Executive you the initial Gross-Up Payment within 5 days of the receipt by Executive you and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executiveyou, the Company shall cause the Accounting Firm to provide Executive you with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive your federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive you and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive you with respect to any Payment (hereinafter an "UnderpaymentUNDERPAYMENT"), the Company, after exhausting its remedies under Section 9(C4(c) below, shall promptly pay to Executive you an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C3(c), all determinations required under this Section 93, including whether a Gross-Up Payment is required, the amount of the Change in Control Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to both Executive you and the Company within fifteen days of the Change change in Control Datethe ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of such terms under Section 280G of the Code), Executive's Date your date of Termination termination or any other date reasonably requested by Executive you or the Company on which a determination under this Section 9 3 is necessary or advisable. The Company shall pay to Executive you the initial Gross-Up Payment within 5 days of the receipt by Executive you and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executiveyou, the Company shall cause the Accounting Firm to provide Executive you and the Company with an opinion that the Accounting Firm Company has substantial authority under the Code and Regulations not to report an Excise Tax on Executive your federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive you and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive you with respect to any Change in Control Payment (hereinafter an "UnderpaymentUNDERPAYMENT"), the Company, after exhausting its remedies under Section 9(C3(c) below, shall promptly pay to Executive you an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C5(c), all determinations required under this Section 95, including whether a Gross-Up Payment is required, the amount of the Change in Control Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to both Executive you and the Company within fifteen days of the Change change in Control Datethe ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of such terms under Section 280G of the Code), Executive's Date your date of Termination termination or any other date data reasonably requested by Executive you or the Company on which a determination under this Section 9 5 is necessary or advisable. The Company shall pay to Executive you the initial Gross-Up Payment within 5 days of the receipt by Executive you and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executiveyou, the Company shall cause the Accounting Firm to provide Executive you and the Company with an opinion that the Accounting Firm has Company and you have substantial authority under the Code and Regulations not to report an Excise Tax on Executive your federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive you and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive you with respect to any Change in Control Payment (hereinafter hereinafter, an "UnderpaymentUNDERPAYMENT"), the Company, after exhausting its remedies under Section 9(C5(c) below, shall promptly pay to Executive you an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of -------------------------------- Section 9(C4(c), all determinations required under this Section 94, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the accounting firm that was the Company's independent auditors immediately prior to the Change in Control (or, in default thereof, an accounting firm mutually agreed upon by the Company and the Executive) (the "Accounting Firm"), which shall provide detailed supporting calculations both to both the Executive and the Company within fifteen days of the Change in Control DateControl, Executive's Date the date of Termination termination of employment or any other date reasonably requested by the Executive or the Company on which a determination under this Section 9 4 is necessary or advisable. The Company shall pay to the Executive the initial Gross-Up Payment within 5 days of the receipt by the Executive and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, the Company shall cause the Accounting Firm to provide the Executive with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive the Executive's federal income tax return. Any determination by the Accounting Firm shall be binding upon the Executive and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by the Executive with respect to any Payment (hereinafter an "Underpayment"), the Company, after exhausting its remedies under Section 9(C4(c) below, shall promptly pay to the Executive an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C)5, all determinations required under this Section 96, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to both Executive and the Company within fifteen (15) days of the Change in Control Date, Executive's Date of Termination after the Change in Control Date or any other date reasonably requested by Executive or the Company on which a determination under this Section 9 6 is necessary or advisable. The Company shall pay to Executive the initial Gross-Up Payment within 5 days of the receipt by Executive and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Company shall cause the Accounting Firm to provide Executive with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive Executive's federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive with respect to any Payment (hereinafter an "Underpayment"), the Company, after exhausting its remedies under Section 9(C6(c) below, shall promptly pay to Executive an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C4(c), all determinations required under this Section 94, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the accounting firm that was the Company's independent auditors immediately prior to the Change in Control (or, in default thereof, an accounting firm mutually agreed upon by the Company and Executive) (the ‘Accounting Firm’), which shall provide detailed supporting calculations both to both Executive and the Company within fifteen days of the Change in Control DateControl, Executive's the Termination Date of Termination or any other date reasonably requested by Executive or the Company on which a determination under this Section 9 4 is necessary or advisable. The Company shall pay to Executive the initial Gross-Up Payment within 5 days of the receipt by Executive and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Company shall cause the Accounting Firm to provide Executive with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive Executive's federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive with respect to any Payment (hereinafter an "‘Underpayment"’), the Company, after exhausting its remedies under Section 9(C4(c) below, shall promptly pay to Executive an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C8.2(c), all determinations required under this Section 98, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the accounting firm that was the Company's independent auditors immediately prior to the Change in Control (or, in default thereof, an accounting firm mutually agreed upon by the Company and the Employee) (the "Accounting Firm"), which shall provide detailed supporting calculations both to both Executive the Employee and the Company within fifteen days of the Change in Control DateControl, Executive's the Termination Date of Termination or any other date reasonably requested by Executive the Employee or the Company on which a determination under this Section 9 8.2 is necessary or advisable. The Company shall pay to Executive the Employee the initial Gross-Up Payment within 5 days of the receipt by Executive the Employee and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executivethe Employee, the Company shall cause the Accounting Firm to provide Executive the Employee with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive the Employee's federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive the Employee and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive the Employee with respect to any Payment (hereinafter hereinafter, an "Underpayment"), the Company, after exhausting its remedies under Section 9(C) below8.3, shall promptly pay to Executive the Employee an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C), 4(c) all determinations required under this Section 94, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the accounting firm that was the Company’s independent auditors immediately prior to the Change in Control (or, in default thereof, an accounting firm mutually agreed upon by the Company and Executive) (the “Accounting Firm, ”) which shall provide detailed supporting calculations both to both Executive and the Company within fifteen days of the Change in Control DateControl, Executive's the Termination Date of Termination or any other date reasonably requested by Executive or the Company on which a determination under this Section 9 4 is necessary or advisable. The Company shall pay to Executive the initial Gross-Up Payment within 5 five (5) days of the receipt by Executive and the Company of the Accounting Firm's ’s determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Company shall cause the Accounting Firm to provide Executive with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive Executive’s federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive with respect to any Payment (hereinafter an "“Underpayment"), ”) the Company, after exhausting its remedies under Section 9(C4(c) below, shall promptly pay to Executive an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C8.2(c), all determinations required under this Section 98.2, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the accounting firm that was the Company's independent auditors immediately prior to the Change in Control (or, in default thereof, an accounting firm mutually agreed upon by the Company and the Employee) (the "Accounting Firm"), which shall provide detailed supporting calculations both to both Executive the Employee and the Company within fifteen days of the Change in Control DateControl, Executive's Date the date of Termination termination of employment or any other date reasonably requested by Executive the Employee or the Company on which a determination under this Section 9 8.2 is necessary or advisable. The Company shall pay to Executive the Employee the initial Gross-Up Payment within 5 days of the receipt by Executive the Employee and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executivethe Employee, the Company shall cause the Accounting Firm to provide Executive the Employee with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive the Employee's federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive the Employee and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive the Employee with respect to any Payment (hereinafter an "Underpayment"), the Company, after exhausting its remedies under Section 9(C8.2(c) below, shall promptly pay to Executive the Employee an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C4(c), all determinations required under this Section 94, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to both Executive you and the Company within fifteen days of the Change in Control Date, Executive's your Date of Termination or any other date reasonably requested by Executive you or the Company on which a determination under this Section 9 4 is necessary or necessaryor advisable. The Company shall pay to Executive you the initial Gross-Up Payment within 5 days of the receipt by Executive you and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executiveyou, the Company shall cause the Accounting Firm to provide Executive you with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive your federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive you and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive you with respect to any Payment (hereinafter an "Underpayment"), the Company, after exhausting its 36 remedies under Section 9(C4(c) below, shall promptly pay to Executive you an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C4(c), all determinations required under this Section 94, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the accounting firm that was the Company's independent auditors immediately prior to the Change in Control (or, in default thereof, an accounting firm mutually agreed upon by the Company and the Executive) (the "Accounting Firm"), which shall provide detailed supporting calculations both to both the Executive and the Company within fifteen days of the Change in Control DateControl, Executive's Date the date of Termination termination of employment or any other date reasonably requested by the Executive or the Company on which a determination under this Section 9 4 is necessary or advisable. The Company shall pay to the Executive the initial Gross-Gross- Up Payment within 5 days of the receipt by the Executive and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, the Company shall cause the Accounting Firm to provide the Executive with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive the Executive's federal income tax return. Any determination by the Accounting Firm shall be binding upon the Executive and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by the Executive with respect to any Payment (hereinafter an "Underpayment"), the Company, after exhausting its remedies under Section 9(C4(c) below, shall promptly pay to the Executive an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C8.2(c), all determinations required under this Section 98.2, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the accounting firm that was the Company's independent auditors immediately prior to the Change in Control (or, in default thereof, an accounting firm mutually agreed upon by the Company and Employee) (the ‘Accounting Firm’), which shall provide detailed supporting calculations both to both Executive Employee and the Company within fifteen days of the Change in Control DateControl, Executive's the Termination Date of Termination or any other date reasonably requested by Executive Employee or the Company on which a determination under this Section 9 8.2 is necessary or advisable. The Company shall pay to Executive the initial Gross-Up Payment within 5 days of the receipt by Executive and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by ExecutiveEmployee, the Company shall cause the Accounting Firm to provide Executive Employee with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive Employee's federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive Employee and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive Employee with respect to any Payment (hereinafter an "‘Underpayment"’), the Company, after exhausting its remedies under Section 9(C8.2(c) below, shall promptly pay to Executive Employee an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C4(c), all determinations required under this Section 94, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the accounting firm that was the Company's independent auditors immediately prior to the Change in Control (or, in default thereof, an accounting firm mutually agreed upon by the Company and Executive) (the "Accounting Firm"), which shall provide detailed supporting calculations both to both Executive and the Company within fifteen days of the Change in Control DateControl, Executive's the Termination Date of Termination or any other date reasonably requested by Executive or the Company on which a determination under this Section 9 4 is necessary or advisable. The Company shall pay to Executive the initial Gross-Up Payment within 5 days of the receipt by Executive and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Company shall cause the Accounting Firm to provide Executive with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive Executive's federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive with respect to any Payment (hereinafter an "Underpayment"), the Company, after exhausting its remedies under Section 9(C4(c) below, shall promptly pay to Executive an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 9(C4(c), all determinations required under this Section 94, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the accounting firm that was the Company’s independent auditors immediately prior to the Change in Control (or, in default thereof, an accounting firm mutually agreed upon by the Company and Executive) (the “Accounting Firm”), which shall provide detailed supporting calculations both to both Executive and the Company within fifteen days of the Change in Control DateControl, Executive's the Termination Date of Termination or any other date reasonably requested by Executive or the Company on which a determination under this Section 9 4 is necessary or advisable. The Company shall pay to Executive the initial Gross-Up Payment within 5 days of the receipt by Executive and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, the Company shall cause the Accounting Firm to provide Executive with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive Executive’s federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive with respect to any Payment (hereinafter an "“Underpayment"”), the Company, after exhausting its remedies under Section 9(C4(c) below, shall promptly pay to Executive an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of --------------------------------- Section 9(C4(c), all determinations required under this Section 94, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, and the amount of the Gross-Up Payment, shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to both Executive you and the Company within fifteen days of the Change in Control Date, Executive's your Date of Termination or any other date reasonably requested by Executive you or the Company on which a determination under this Section 9 4 is necessary or advisable. The Company shall pay to Executive you the initial Gross-Up Payment within 5 days of the receipt by Executive you and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executiveyou, the Company shall cause the Accounting Firm to provide Executive you with an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on Executive your federal income tax return. Any determination by the Accounting Firm shall be binding upon Executive you and the Company. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Executive you with respect to any Payment (hereinafter an "Underpayment"), the Company, after exhausting its remedies under Section 9(C4(c) below, shall promptly pay to Executive you an additional Gross-Up Payment in respect of the Underpayment.