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

Determination of Gross-Up Payment. Subject to the provisions of Section 7(c), all determinations required under this Section 7, including whether a Gross-Up Payment is required, the amount of the payments constituting 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 Sun and Xx. Xxxxxxx within fifteen business days of Xx. Xxxxxxx’ date of termination or any other date reasonably requested by Sun or Xx. Xxxxxxx on which a determination under Section 7 is necessary or advisable. Sun shall pay to Xx. Xxxxxxx the initial Gross-Up Payment within five days of the receipt by Xx. Xxxxxxx and Sun of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by Xx. Xxxxxxx, Sun shall cause the Accounting Firm to provide Xx. Xxxxxxx and Sun with an opinion that Sun has substantial authority under the Internal Revenue Code and Regulations not to report an Excise Tax on Xx. Xxxxxxx’ federal income tax return. Any determination by the Accounting Firm shall be binding upon Xx. Xxxxxxx and Sun. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Xx. Xxxxxxx with respect to any payment (hereinafter an "Underpayment"), Sun, after exhausting its remedies under Section 7(c) below, shall promptly pay to Xx. Xxxxxxx an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 7(c), all determinations required under this Section 7, including whether a Gross-Up Payment is required, the amount of the payments constituting 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 Sun and Xx. Xxxxxxx Xxxxxx within fifteen business days of Xx. Xxxxxxx’ Xxxxxx' date of termination or any other date reasonably requested by Sun or Xx. Xxxxxxx Xxxxxx on which a determination under Section 7 is necessary or advisable. Sun shall pay to Xx. Xxxxxxx the initial Gross-Up Payment within Within five days of the receipt by Xx. Xxxxxxx Xxxxxx and Sun of the Accounting Firm’s determination's determination of the initial Gross-Up Payment, Sun shall pay the amount of such Gross-Up Payment to the applicable taxing authorities for the benefit of Xx. Xxxxxx. If the Accounting Firm determines that no Excise Tax is payable by Xx. XxxxxxxXxxxxx, Sun shall cause the Accounting Firm to provide Xx. Xxxxxxx Xxxxxx and Sun with an opinion that Sun has substantial authority under the Internal Revenue Code and Regulations regulations thereunder not to report an Excise Tax on Xx. Xxxxxxx’ Xxxxxx' federal income tax return. Any determination by the Accounting Firm shall be binding upon Xx. Xxxxxxx Xxxxxx and Sun. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Xx. Xxxxxxx Xxxxxx with respect to any payment (hereinafter an and "Underpayment"), Sun, after exhausting its remedies under Section 7(c) below, shall promptly pay to the applicable taxing authorities for the benefit of Xx. Xxxxxxx Xxxxxx (or directly to Xx. Xxxxxx in the event Xx. Xxxxxx previously paid the related tax amounts) an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 7(c7c), all determinations required under this Section 7, including whether a Gross-Up Payment is required, the amount of the payments constituting 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 Sun and Xx. Xxxxxxx Xxxxxx within fifteen business days of Xx. Xxxxxxx’ Xxxxxx' date of termination or any other date reasonably requested by Sun or Xx. Xxxxxxx Xxxxxx on which a determination under Section 7 is necessary or advisable. Sun shall pay to Xx. Xxxxxxx Xxxxxx the initial Gross-Up Payment within five days of the receipt by Xx. Xxxxxxx Xxxxxx and Sun of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by Xx. XxxxxxxXxxxxx, Sun shall cause the Accounting Firm to provide Xx. Xxxxxxx Xxxxxx and Sun with an opinion that Sun has substantial authority under the Internal Revenue Code and Regulations not to report an Excise Tax on Xx. Xxxxxxx’ Xxxxxx' federal income tax return. Any determination by the Accounting Firm shall be binding upon Xx. Xxxxxxx Xxxxxx and Sun. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Xx. Xxxxxxx Xxxxxx with respect to any payment (hereinafter an and "Underpayment"), Sun, after exhausting its remedies under Section 7(c7c) below, shall promptly pay to Xx. Xxxxxxx Xxxxxx an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 7(c), all determinations required under this Section 7, including whether a Gross-Up Payment is required, the amount of the payments constituting 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 Sun and Xx. Xxxxxxx Xxxxxxxxxx within fifteen business days of Xx. Xxxxxxx’ Xxxxxxxxxx’x date of termination or any other date reasonably requested by Sun or Xx. Xxxxxxx Xxxxxxxxxx on which a determination under Section 7 is necessary or advisable. Sun shall pay to Xx. Xxxxxxx Xxxxxxxxxx the initial Gross-Up Payment within five days of the receipt by Xx. Xxxxxxx Xxxxxxxxxx and Sun of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by Xx. XxxxxxxXxxxxxxxxx, Sun shall cause the Accounting Firm to provide Xx. Xxxxxxx Xxxxxxxxxx and Sun with an opinion that Sun has substantial authority under the Internal Revenue Code and Regulations not to report an Excise Tax on Xx. Xxxxxxx’ Xxxxxxxxxx’x federal income tax return. Any determination by the Accounting Firm shall be binding upon Xx. Xxxxxxx Xxxxxxxxxx and Sun. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Xx. Xxxxxxx Xxxxxxxxxx with respect to any payment (hereinafter an "Underpayment"), Sun, after exhausting its remedies under Section 7(c) below, shall promptly pay to Xx. Xxxxxxx Xxxxxxxxxx an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 7(c), all determinations required under this Section 7, including whether a Gross-Up Payment is required, the amount of the payments constituting 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 Sun SHG and Xx. Xxxxxxx Xxxxxx within fifteen business days of Xx. Xxxxxxx’ Xxxxxx'x date of termination or any other date reasonably requested by Sun SHG or Xx. Xxxxxxx Xxxxxx on which a determination under Section 7 is necessary or advisable. Sun SHG shall pay to Xx. Xxxxxxx Xxxxxx the initial Gross-Up Payment within five days of the receipt by Xx. Xxxxxxx Xxxxxx and Sun SHG of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by Xx. XxxxxxxXxxxxx, Sun SHG shall cause the Accounting Firm to provide Xx. Xxxxxxx Xxxxxx and Sun SHG with an opinion that Sun SHG has substantial authority under the Internal Revenue Code and Regulations not to report an Excise Tax on Xx. Xxxxxxx’ Xxxxxx'x federal income tax return. Any determination by the Accounting Firm shall be binding upon Xx. Xxxxxxx Xxxxxx and SunSHG. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Xx. Xxxxxxx Xxxxxx with respect to any payment (hereinafter an "Underpayment"), SunSHG, after exhausting its remedies under Section 7(c) below, shall promptly pay to Xx. Xxxxxxx Xxxxxx an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 7(c), all determinations required under this Section 7, including whether a Gross-Up Payment is required, the amount of the payments constituting 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 Sun and Xx. Xxxxxxx Xxxxxx within fifteen business days of Xx. XxxxxxxXxxxxx’ date of termination or any other date reasonably requested by Sun or Xx. Xxxxxxx Xxxxxx on which a determination under Section 7 is necessary or advisable. Sun shall pay to Xx. Xxxxxxx the initial Gross-Up Payment within Within five days of the receipt by Xx. Xxxxxxx Xxxxxx and Sun of the Accounting Firm’s determinationdetermination of the initial Gross-Up Payment, Sun shall pay the amount of such Gross-Up Payment to the applicable taxing authorities for the benefit of Xx. Xxxxxx. If the Accounting Firm determines that no Excise Tax is payable by Xx. XxxxxxxXxxxxx, Sun shall cause the Accounting Firm to provide Xx. Xxxxxxx Xxxxxx and Sun with an opinion that Sun has substantial authority under the Internal Revenue Code and Regulations regulations thereunder not to report an Excise Tax on Xx. XxxxxxxXxxxxx’ federal income tax return. Any determination by the Accounting Firm shall be binding upon Xx. Xxxxxxx Xxxxxx and Sun. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Xx. Xxxxxxx Xxxxxx with respect to any payment (hereinafter an "and “Underpayment"”), Sun, after exhausting its remedies under Section 7(c) below, shall promptly pay to the applicable taxing authorities for the benefit of Xx. Xxxxxxx Xxxxxx (or directly to Xx. Xxxxxx in the event Xx. Xxxxxx previously paid the related tax amounts) an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 7(c), all determinations required under this Section 7, including whether a Gross-Up Payment is required, the amount of the payments constituting 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 Sun and Xx. Xxxxxxx Xxxxx within fifteen business days of Xx. Xxxxxxx’ Xxxxx’x date of termination or any other date reasonably requested by Sun or Xx. Xxxxxxx Xxxxx on which a determination under Section 7 is necessary or advisable. Sun shall pay to Xx. Xxxxxxx the initial Gross-Up Payment within Within five days of the receipt by Xx. Xxxxxxx Xxxxx and Sun of the Accounting Firm’s determinationdetermination of the initial Gross-Up Payment, Sun shall pay the amount of such Gross-Up Payment to the applicable taxing authorities for the benefit of Xx. Xxxxx. If the Accounting Firm determines that no Excise Tax is payable by Xx. XxxxxxxXxxxx, Sun shall cause the Accounting Firm to provide Xx. Xxxxxxx Xxxxx and Sun with an opinion that Sun has substantial authority under the Internal Revenue Code and Regulations regulations thereunder not to report an Excise Tax on Xx. Xxxxxxx’ Xxxxx’x federal income tax return. Any determination by the Accounting Firm shall be binding upon Xx. Xxxxxxx Xxxxx and Sun. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Xx. Xxxxxxx Xxxxx with respect to any payment (hereinafter an "“Underpayment"”), Sun, after exhausting its remedies under Section 7(c) below, shall promptly pay to the applicable taxing authorities for the benefit of Xx. Xxxxxxx Xxxxx (or directly to Xx. Xxxxx in the event Xx. Xxxxx previously paid the related tax amounts) an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 7(c), all determinations required under this Section 7, including whether a Gross-Up Payment is required, the amount of the payments constituting 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 Sun and Xx. Xxxxxxx Xxxxx within fifteen business days of Xx. Xxxxxxx’ Xxxxx’x date of termination or any other date reasonably requested by Sun or Xx. Xxxxxxx Xxxxx on which a determination under Section 7 is necessary or advisable. Sun shall pay to Xx. Xxxxxxx the initial Gross-Up Payment within Within five days of the receipt by Xx. Xxxxxxx Xxxxx and Sun of the Accounting Firm’s determinationdetermination of the initial Gross-Up Payment, Sun shall pay the amount of such Gross-Up Payment to the applicable taxing authorities for the benefit of Xx. Xxxxx. If the Accounting Firm determines that no Excise Tax is payable by Xx. XxxxxxxXxxxx, Sun shall cause the Accounting Firm to provide Xx. Xxxxxxx Xxxxx and Sun with an opinion that Sun has substantial authority under the Internal Revenue Code and Regulations regulations thereunder not to report an Excise Tax on Xx. Xxxxxxx’ Xxxxx’x federal income tax return. Any determination by the Accounting Firm shall be binding upon Xx. Xxxxxxx Xxxxx and Sun. Sun If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by Xx. Xxxxxxx Xxxxx with respect to any payment (hereinafter an "“Underpayment"”), Sun, after exhausting its remedies under Section 7(c) below, shall promptly pay to the applicable taxing authorities for the benefit of Xx. Xxxxxxx Xxxxx (or directly to Xx. Xxxxx in the event Xx. Xxxxx previously paid the related tax amounts) an additional Gross-Up Payment in respect of the Underpayment.