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

Determination of Gross-Up Payment. Subject to the provisions of 5.5(c) all determinations required under this Section 5.5, 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 the Executive and the Company within fifteen days of any date reasonably requested by the Executive or the Company on which a determination under this Section 5.5 is necessary or advisable. The Company shall pay the Executive in cash 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 promulgated thereunder not to report an Excise Tax on 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 completely place the Executive in the same after-tax economic position that the Executive would have enjoyed if the excise Tax had not applied to the Payments (hereinafter an "Underpayment"), the company, after exhausting its remedies under Section 5.5(d) below, shall promptly pay the Executive in cash an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of 5.5(c) Section 5(c), all determinations required under this Section 5.55, 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 the Executive and the Company within fifteen days of any date reasonably requested by the Executive or the Company on which a determination under this Section 5.5 5 is necessary or advisable. The Company shall pay the Executive in cash the initial Gross-Up Payment within 5 five 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 promulgated thereunder the Regulations not to report an Excise Tax on 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 Payment is insufficient to completely place the Executive in the same after-tax economic position that the Executive would have enjoyed if the excise Excise Tax had not applied to the Payments (hereinafter an "Underpayment"), the companyCompany, after exhausting its remedies under Section 5.5(d5(c) below, shall promptly pay the Executive in cash an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of 5.5(c) Section 12(c), all determinations required under this Section 5.512, 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 the Executive and the Company within fifteen days of any date reasonably requested by the Executive or the Company on which a determination under this Section 5.5 12 is necessary or advisable. The Company shall pay the Executive in cash 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 promulgated thereunder not to report an Excise Tax on 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 Payment is insufficient to completely place the Executive in the same after-tax economic position that the Executive would have enjoyed if the excise Excise Tax had not applied to the Payments (hereinafter an "Underpayment"), the companyCompany, after exhausting its remedies under Section 5.5(d12(c) below, shall promptly pay the Executive in cash an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions provision of 5.5(c) Section 18(c), all determinations required under this Section 5.518, 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 the Executive and the Company within fifteen days of any date reasonably requested by the Executive or the Company on which a determination under this Section 5.5 18 is necessary or advisable. The Company shall pay the Executive in cash the initial Gross-Up Payment Payments 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 regualtions promulgated thereunder not to report an Excise Tax on 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 Payment is insufficient to completely place the Executive in the same after-tax economic position that the Executive would have enjoyed if the excise Excise Tax had not applied to the Payments (hereinafter an "UnderpaymentUNDERPAYMENT"), the companyCompany, after exhausting its remedies under Section 5.5(d18(c) below, shall promptly pay the Executive in cash an additional Gross-Up UP Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of 5.5(c) Section 12(c), all determinations required under this Section 5.512, 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 the Executive and the Company within fifteen days of any date reasonably requested by the Executive or the Company on which a determination under this Section 5.5 12 is necessary or advisable. The Company shall pay the Executive in cash the initial Gross-Up Payment within 5 days of the receipt by the Executive and the Company of the Accounting Firm's ’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 authority” under the Code and regulations promulgated thereunder not to report an Excise Tax on the Executive's ’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 Payment is insufficient to completely place the Executive in the same after-tax economic position that the Executive would have enjoyed if the excise Excise Tax had not applied to the Payments (hereinafter an "“Underpayment"”), the companyCompany, after exhausting its remedies under Section 5.5(d12(c) below, shall promptly pay the Executive in cash an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of 5.5(c5.7(c) all determinations required under this Section 5.55.7, 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 the Executive and the Company within fifteen days of any date reasonably requested by the Executive or the Company on which a determination under this Section 5.5 5.7 is necessary or advisable. The Company shall pay the Executive in cash 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 promulgated thereunder not to report an Excise Tax on 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 completely place the Executive in the same after-tax economic position that the Executive would have enjoyed if the excise Tax had not applied to the Payments (hereinafter an "Underpayment"), the company, after exhausting its remedies under Section 5.5(d5.7(d) below, shall promptly pay the Executive in cash an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of 5.5(c) Section 3(c), all determinations required under this Section 5.53, including whether a Gross-Up 4 4 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 the Executive you and the Company within fifteen days of any date reasonably requested by the Executive you or the Company on which a determination under this Section 5.5 3 is necessary or advisable. The Company shall pay the Executive you in cash the initial Gross-Up Payment within 5 five days of the receipt by the Executive you and the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executiveyou, the Company shall cause the Accounting Firm to provide the Executive you with an opinion that the Accounting Firm has substantial authority under the Code and regulations promulgated thereunder Regulations not to report an Excise Tax on the Executive's your federal income tax return. Any determination by the Accounting Firm shall be binding upon the Executive you and the Company. If the initial Gross-Up payment Payment is insufficient to completely place the Executive you in the same after-tax economic position that the Executive you would have enjoyed if the excise Excise Tax had not applied to the Payments (hereinafter an "Underpayment"), the companyCompany, after exhausting its remedies under Section 5.5(d3(c) below, shall promptly pay the Executive you in cash an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of 5.5(c) Section 6(c), all determinations required under this Section 5.56, 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 the Executive you and to IHK and the Company within fifteen days of any date reasonably reasonable requested by the Executive you or the Company IHK on which a determination under this Section 5.5 6 is necessary or advisable. The , IHK shall cause the Company shall to pay the Executive in cash to you the initial Gross-Up Payment within 5 with five days of the receipt by the Executive you and the Company IHK of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executiveyou, the Company IHK shall cause the Accounting Firm to provide the Executive you with an opinion that the Accounting Firm has substantial authority under the Internal Revenue Code and regulations promulgated thereunder Regulations for you not to report an as Excise Tax on the Executive's your federal income tax return. Any determination by the Accounting Firm shall be binding upon you, the Executive Company and the CompanyIHK. If the initial Gross-Up payment Payment is insufficient to completely place cover the Executive in amount of the same after-tax economic position Excise Tax that the Executive would have enjoyed if the excise Tax had not applied is ultimately determined to the Payments be owing by you with respect to any Payment (hereinafter an "Underpayment"), IHK shall cause the company, Company after exhausting its IHK's remedies under Section 5.5(d6(c) below, shall to promptly pay the Executive in cash to you an additional Gross-Up Payment in respect of the Underpayment.