Additional Gross-Up Payment Sample Clauses

Additional Gross-Up Payment. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding or the written opinion of counsel that the Excise Tax exceeds the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company will make an additional Gross-Up Payment in respect of such excess (including any tax penalties imposed or interest due because of the underpayment) 30 days after the Company’s receipt of notice of such final determination or opinion; provided that the Participant notifies the Company of the potential underpayment within 30 days of the Participant’s initial receipt from the Internal Revenue Service of a dispute or inquiry regarding the amount of the Excise Tax.

Additional Gross-Up Payment. In the event that the Excise Tax is later determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined; provided, however, that such additional Gross-Up Payment shall be made within the time period specified in Treasury regulation section 1.409A-3(i)(1)(v).

Additional Gross-Up Payment. If the IRS asserts that the Excise Tax exceeds the amount taken into account under this Gross-Up Agreement (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company will make an additional Gross-Up Payment in respect of such excess within 30 days of the Company’s receipt of notice of such assertion, provided that the Company may instead notify you of its intent to contest such assessment, in which case the Company shall bear and pay directly all costs and expenses (including any additional interest and penalties and reasonable accounting and attorneys’ fees) incurred in connection with such contest and shall indemnify and hold you harmless on an after-tax basis for any Excise Tax or income tax (including interest and penalties) imposed as a result of such contest or payment of such costs of expenses, and you shall reasonably cooperate with respect to such contest. If, following such contest, a final determination is made that additional Excise Tax (or any associated tax, interest, or penalties) are due, the Company shall pay such amounts within 30 days of such final determination.

Additional Gross-Up Payment. If a payment in accordance with Clause 9.1 (or in accordance with a previous application of this Clause 9.2) is itself liable to withholding tax, [ * * * * * * * * * ] This Clause applies successively to each further increment to withholding tax calculated in accordance with this Clause 9.