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

Determination Relating to Gross-Up Payment. An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s expense by an accounting firm of recognized national standing selected by the Company and reasonably acceptable to Executive (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation, to the Company and Executive within five days of the Date of Termination, if applicable, or such other time as requested by the Company or by Executive (provided Executive reasonably believes that any of the Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Executive with respect to a Payment or Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax shall be imposed with respect to any such Payment or Payments. The Gross-Up Payment, if any, as determined pursuant to this subparagraph 7(b) shall be paid by the Company to Executive within five days after the receipt of the Determination. Within ten days after the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Dispute”). The existence of the Dispute shall not in any way affect Executive’s right to receive the Gross-Up Payment in accordance with the Determination. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and Executive, subject to the application of the provisions of subparagraph 7(c).

Determination Relating to Gross-Up Payment. An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s 's expense by an accounting firm of recognized national standing selected by the Company and reasonably acceptable to Executive Employee (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation, to the Company and Executive Employee within five days of the Date of Termination, if applicable, or such other time as requested by the Company or by Executive Employee (provided Executive Employee reasonably believes that any of the Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Executive Employee with respect to a Payment or Payments, it shall furnish Executive Employee with an opinion reasonably acceptable to Executive Employee that no Excise Tax shall be imposed with respect to any such Payment or Payments. The Gross-Up Payment, if any, as determined pursuant to this subparagraph 7(b) shall be paid by the Company to Executive Employee within five days after the receipt of the Determination. Within ten days after the delivery of the Determination to ExecutiveEmployee, Executive Employee shall have the right to dispute the Determination (the “"Dispute”"). The existence of the Dispute shall not in any way affect Executive’s Employee's right to receive the Gross-Up Payment in accordance with the Determination. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and ExecutiveEmployee, subject to the application of the provisions of subparagraph 7(c).

Determination Relating to Gross-Up Payment. An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s 's expense by an accounting firm of recognized national standing selected by the Company and reasonably acceptable to Executive Employee (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation, to the Company and Executive Employee within five days of the Date of Termination, if applicable, or such other time as requested by the Company or by Executive Employee (provided Executive Employee reasonably believes that any of the Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Executive Employee with respect to a Payment or Payments, it shall furnish Executive Employee with an opinion reasonably acceptable to Executive Employee that no Excise Tax shall be imposed with respect to any such Payment or Payments. The Gross-Up Payment, if any, as determined pursuant to this subparagraph 7(b) shall be paid by the Company to Executive Employee within five days after the receipt of the Determination. Within ten days after the delivery of the Determination to ExecutiveEmployee, Executive Employee shall have the right to dispute the Determination (the “"Dispute”"). The existence of the Dispute shall not in any way affect Executive’s right to receive the Gross-Up Payment in accordance with the Determination. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and Executive, subject to the application of the provisions of subparagraph 7(c).not

Determination Relating to Gross-Up Payment. An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s 's expense by an accounting firm of recognized national standing selected by the Company and reasonably acceptable to Executive (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation, to the Company and Executive within five days of the Date of Termination, if applicable, or such other time as requested by the Company or by Executive (provided Executive reasonably believes that any of the Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Executive with respect to a Payment or Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax shall be imposed with respect to any such Payment or Payments. The Gross-Up Payment, if any, as determined pursuant to this subparagraph 7(b) shall be paid by the Company to Executive within five days after the receipt of the Determination. Within ten days after the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “"Dispute”"). The existence of the Dispute shall not in any way affect Executive’s 's right to receive the Gross-Up Payment in accordance with the Determination. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and Executive, subject to the application of the provisions of subparagraph 7(c).