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

Determination of Gross-Up Payment. Subject to the provisions of Section 6(c), all determinations required under this Section 6, 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 you and to IHK and the Company within fifteen days of any date reasonable requested by you or IHK on which a determination under this Section 6 is necessary or advisable, IHK shall cause the Company to pay to you the initial Gross-Up Payment with five days of the receipt by you and IHK of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by you, IHK shall cause the Accounting Firm to provide you with an opinion that the Accounting Firm has substantial authority under the Internal Revenue Code and Regulations for you not to report as Excise Tax on your federal income tax return. Any determination by the Accounting Firm shall be binding upon you, the Company and IHK. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by you with respect to any Payment (hereinafter an "Underpayment"), IHK shall cause the Company after exhausting IHK's remedies under Section 6(c) below, to promptly pay to you an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 6(c)Paragraph 3 below, all determinations required under this Section 6Part Three, including whether a Gross-Up Payment is required, the amount of the Payments constituting excess parachute payments, required and the amount of the Gross-Up Payment, shall will be made by a certified public accounting firm immediately before the Change in Control occurs (the “Accounting Firm”), which shall provide detailed supporting calculations to both to you and to IHK and the Company within fifteen 15 business days after the Change in Control (or any other change in ownership or effective control that triggers application of any date reasonable requested the Excise Tax). All fees and expenses of the Accounting Firm will be borne solely by you or IHK on which a determination under this Section 6 is necessary or advisable, IHK shall cause the Company to pay to you the Company. The initial Gross-Up Payment with determined pursuant to this Paragraph 2 will be paid to you by the Company within five days of the receipt by you and IHK of after it receives the Accounting Firm's ’s determination. If the Accounting Firm determines that no Excise Tax is payable by you, IHK shall cause the Accounting Firm to provide it will furnish you with an a written opinion that the Accounting Firm has substantial authority under the Internal Revenue Code and Regulations for you not failure to report as the Excise Tax on your applicable federal income tax returnreturn will not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall will be binding upon youon both you and the Company. Notwithstanding the foregoing, as a result of uncertainty in applying Section 4999 of the Code, it is possible that the Company and IHKwill not have made Gross-Up Payments that it should have made hereunder (an “Underpayment”). If the initial Gross-Up Payment is insufficient Company exhausts its remedies pursuant to cover Paragraph 3 hereof and you are thereafter required to pay any Excise Tax, the Accounting Firm will determine the amount of the Excise Tax that is ultimately determined to be owing by Underpayment, inform you with respect to any Payment (hereinafter an "Underpayment"), IHK shall cause and the Company after exhausting IHK's remedies under Section 6(c) below, to promptly pay to you an additional Gross-Up Payment in respect writing of the Underpayment, and, within five days of receiving such written report, the Company will pay the amount of such Underpayment to you or for your benefit.

Determination of Gross-Up Payment. Subject to the provisions of --------------------------------- Section 6(c4(c), all determinations required under this Section 64, 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 you and to IHK and the Company within fifteen days of the Change in Control Date, your Date of Termination or any other date reasonable reasonably requested by you or IHK the Company on which a determination under this Section 6 4 is necessary or advisable, IHK . The Company shall cause the Company to pay to you the initial Gross-Up Payment with five within 5 days of the receipt by you and IHK the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by you, IHK the Company shall cause the Accounting Firm to provide you with an opinion that the Accounting Firm has substantial authority under the Internal Revenue Code and Regulations for you not to report as an Excise Tax on your federal income tax return. Any determination by the Accounting Firm shall be binding upon you, you and the Company and IHKCompany. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by you with respect to any Payment (hereinafter an "Underpayment"), IHK shall cause the Company Company, after exhausting IHK's its remedies under Section 6(c4(c) below, to shall promptly pay to you an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 6(c3(c), all determinations required under this Section 63, 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 you and to IHK and the Company within fifteen days of any date reasonable reasonably requested by you or IHK the Company on which a determination under this Section 6 3 is necessary or advisable, IHK . The Company shall cause the Company to pay to you in cash the initial Gross-Up Payment with within five days of the receipt by you and IHK the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by you, IHK the Company shall cause the Accounting Firm to provide you with an opinion that the Accounting Firm has substantial authority under the Internal Revenue Code and Regulations for you not to report as an Excise Tax on your federal income tax return. Any determination by the Accounting Firm shall be binding upon you, you and the Company and IHKCompany. If the initial Gross-Up Payment is insufficient to cover completely place you in the amount of same after-tax economic position that you would have enjoyed if the Excise Tax that is ultimately determined had not applied to be owing by you with respect to any Payment the Payments (hereinafter an "“Underpayment"”), IHK shall cause the Company Company, after exhausting IHK's its remedies under Section 6(c3(c) below, to shall promptly pay to you in cash an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of -------------------------------- Section 6(c4(c), all determinations required under this Section 64, 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 you and to IHK the Executive and the Company within fifteen days of the Change in Control, the date of termination of employment or any other date reasonable reasonably requested by you the Executive or IHK the Company on which a determination under this Section 6 4 is necessary or advisable, IHK . The Company shall cause the Company to pay to you the Executive the initial Gross-Up Payment with five within 5 days of the receipt by you the Executive and IHK the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by youthe Executive, IHK the Company shall cause the Accounting Firm to provide you the Executive with an opinion that the Accounting Firm has substantial authority under the Internal Revenue Code and Regulations for you not to report as an Excise Tax on your the Executive's federal income tax return. Any determination by the Accounting Firm shall be binding upon you, the Company Executive and IHKthe 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 you the Executive with respect to any Payment (hereinafter an "Underpayment"), IHK shall cause the Company Company, after exhausting IHK's its remedies under Section 6(c4(c) below, to shall promptly pay to you the Executive an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 6(c3(c), all determinations required under this Section 63, 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 you and to IHK and the Company within fifteen days of any date reasonable reasonably requested by you or IHK the Company on which a determination under this Section 6 3 is necessary or advisable, IHK . The Company shall cause the Company to pay to you in cash the initial Gross-Up Payment with within five days of the receipt by you and IHK the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by you, IHK the Company shall cause the Accounting Firm to provide you with an opinion that the Accounting Firm has substantial authority under the Internal Revenue Code and Regulations for you not to report as an Excise Tax on your federal income tax return. Any determination by the Accounting Firm shall be binding upon you, you and the Company and IHKCompany. If the initial Gross-Up Payment is insufficient to cover completely place you in the amount of same after-tax economic position that you would have enjoyed if the Excise Tax that is ultimately determined had not applied to be owing by you with respect to any Payment the Payments (hereinafter an "Underpayment"), IHK shall cause the Company Company, after exhausting IHK's its remedies under Section 6(c3(c) below, to shall promptly pay to you in cash an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 6(c4(c), all determinations required under this Section 64, 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 you and to IHK and the Company within fifteen days of the Change in Control Date, your Date of Termination or any other date reasonable reasonably requested by you or IHK the Company on which a determination under this Section 6 4 is necessary or necessaryor advisable, IHK . The Company shall cause the Company to pay to you the initial Gross-Up Payment with five within 5 days of the receipt by you and IHK the Company of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by you, IHK the Company shall cause the Accounting Firm to provide you with an opinion that the Accounting Firm has substantial authority under the Internal Revenue Code and Regulations for you not to report as an Excise Tax on your federal income tax return. Any determination by the Accounting Firm shall be binding upon you, you and the Company and IHKCompany. If the initial Gross-Up Payment is insufficient to cover the amount of the Excise Tax that is ultimately determined to be owing by you with respect to any Payment (hereinafter an "Underpayment"), IHK shall cause the Company Company, after exhausting IHK's its 36 remedies under Section 6(c4(c) below, to shall promptly pay to you an additional Gross-Up Payment in respect of the Underpayment.

Determination of Gross-Up Payment. Subject to the provisions of Section 6(c3(c), all determinations required under this Section 63, 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 you and to IHK and the Company within fifteen days of any date reasonable reasonably requested by you or IHK the Company on which a determination under this Section 6 3 is necessary or advisable, IHK . The Company shall cause the Company to pay to you in cash the initial Gross-Up Payment with within five days of the receipt by you and IHK the Company of the Accounting Firm's determination; provided, however, that in any event such payment will be made by the December 31 of the calendar year following the calendar year in which you pay the Excise Tax. If the Accounting Firm determines that no Excise Tax is payable by you, IHK the Company shall cause the Accounting Firm to provide you with an opinion that the Accounting Firm has substantial authority under the Internal Revenue Code and Regulations for you not to report as an Excise Tax on your federal income tax return. Any determination by the Accounting Firm shall be binding upon you, you and the Company and IHKCompany. If the initial Gross-Up Payment is insufficient to cover completely place you in the amount of same after-tax economic position that you would have enjoyed if the Excise Tax that is ultimately determined had not applied to be owing by you with respect to any Payment the Payments (hereinafter an "Underpayment"), IHK shall cause the Company Company, after exhausting IHK's its remedies under Section 6(c3(c) below, to shall promptly pay to you in cash an additional Gross-Up Payment in respect of the Underpayment.