Common use of Adjustments to Gross-Up Payments Clause in Contracts

Adjustments to Gross-Up Payments. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding or the written opinion of Independent Counsel that the Excise Tax is less than the amount previously taken into account hereunder, the Participant shall repay the Company, within 30 days of the Participant's receipt of notice of such final determination or opinion, the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal, state, and local income tax imposed on the Gross-Up Payment being repaid by the Participant if such repayment results in a reduction in Excise Tax or a federal, state, and local income tax deduction) plus any interest received by the Participant on the amount of such repayment, provided that if any such amount has been paid by the Participant as an Excise Tax or other tax, the Participant shall cooperate with the Company in seeking a refund of any tax overpayments, and the Participant shall not be required to make repayments to the Company until the overpaid taxes and interest thereon are refunded to the Participant.

Adjustments to Gross-Up Payments. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding or the written opinion of Independent Counsel that the Excise Tax is less than the amount previously taken into account hereunder, the Participant shall repay the Company, within 30 days of the Participant's ’s receipt of notice of such final determination or opinion, the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal, state, and local income tax imposed on the Gross-Up Payment being repaid by the Participant if such repayment results in a reduction in Excise Tax or a federal, state, and local income tax deduction) plus any interest received by the Participant on the amount of such repayment, provided that if any such amount has been paid by the Participant as an Excise Tax or other tax, the Participant shall cooperate with the Company in seeking a refund of any tax overpayments, and the Participant shall not be required to make repayments to the Company until the overpaid taxes and interest thereon are refunded to the Participant.

Adjustments to Gross-Up Payments. If it is established pursuant to a -------------------------------- final determination of a court or an Internal Revenue Service proceeding or the written opinion of Independent Counsel that the Excise Tax is less than the amount previously taken into account hereunder, the Participant shall repay the Company, within 30 days of the Participant's receipt of notice of such final determination or opinion, the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal, state, and local income tax imposed on the Gross-Up Payment being repaid by the Participant if such repayment results in a reduction in Excise Tax or a federal, state, and local income tax deduction) plus any interest received by the Participant on the amount of such repayment, provided that if any such amount has been paid by the Participant as an Excise Tax or other tax, the Participant shall cooperate with the Company in seeking a refund of any tax overpayments, and the Participant shall not be required to make repayments to the Company until the overpaid taxes and interest thereon are refunded to the Participant.

Adjustments to Gross-Up Payments. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding or the written opinion of the Independent Counsel Adviser that the Excise Tax is less than the amount previously taken into account hereunder, the Participant Xx. Xxxxx shall repay the Company, within 30 days of the Participant's his receipt of notice of such final determination or opinion, the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal, state, and local income tax imposed on the Gross-Up Payment being repaid by the Participant Xx. Xxxxx if such repayment results in a reduction in Excise Tax or a federal, state, and local income tax deduction) plus any interest received by the Participant Xx. Xxxxx on the amount of such repayment, provided that if any such amount has been paid by the Participant Xx. Xxxxx as an Excise Tax or other tax, the Participant he shall cooperate with the Company in seeking a refund of any tax overpayments, and the Participant he shall not be required to make repayments to the Company until the overpaid taxes and interest thereon are refunded to the Participanthim.