Common use of Gross -Up Determination Clause in Contracts

Gross -Up Determination. Subject to the provision of Paragraph (b) of this Section 9, all determinations required to be made under this Agreement, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Employer’s external accounting firm or such other independent certified accounting firm (the “Accounting Firm”) selected by mutual consent of Employer and Officer, which shall provide detailed supporting calculations both to Employer and Officer within fifteen (15) business days of the receipt of notice from Officer that there has been a Payment, or such earlier time as is requested by Employer. The calculations under this Agreement will be made in a manner consistent with the requirements of Code Sections 280G and 4999 and any applicable related regulations and any related Internal Revenue Service rulings. All fees and expenses of the Accounting Firm for such determination shall be borne solely by Employer. Any determination by the Accounting Firm shall be binding upon Employer and Officer. Any Gross-Up Payment, as determined pursuant to this Agreement shall be paid by Employer to Officer within five (5) days of the receipt of determination by the Accounting Firm that such payment is due; provided, however, that all Gross-Up Payments must be paid no later than the end of the calendar year in which Officer remits the related taxes. If it is determined that no Excise Tax is payable to Officer, it shall so indicate to Officer in writing.

Gross -Up Determination. Subject to the provision of Paragraph Subsection (b) of this Section 9herein, all determinations required to be made under this Agreement, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Employer’s external accounting firm or such other independent certified accounting firm (the “Accounting Firm”) selected by mutual consent of Employer and OfficerExecutive, which shall provide detailed supporting calculations both to Employer and Officer Executive within fifteen (15) business days of the receipt of notice from Officer Executive that there has been a Payment, or such earlier time as is requested by Employer. The calculations under this Agreement will be made in a manner consistent with the requirements of Code Sections 280G and 4999 and any applicable related regulations and any related Internal Revenue Service rulings. All fees and expenses of the Accounting Firm for such determination shall be borne solely by Employer. Any determination by the Accounting Firm shall be binding upon Employer and OfficerExecutive. Any Gross-Up Payment, as determined pursuant to this Agreement shall be paid by Employer to Officer Executive within five (5) days of the receipt of determination by the Accounting Firm that such payment is due; provided, however, that all Grossgross-Up Payments up payments must be paid no later than the end of the calendar year in which Officer Executive remits the related taxes. If it is determined that no Excise Tax is payable to OfficerExecutive, it shall so indicate to Officer Executive in writing.

Gross -Up Determination. Subject to the provision of Paragraph Subsection (b) of this Section 9herein, all determinations required to be made under this Agreement, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Employer’s external accounting firm or such other independent certified accounting firm (the “"Accounting Firm”") selected by mutual consent of Employer and the Officer, which shall provide detailed supporting calculations both to Employer and the Officer within fifteen (15) business days of the receipt of notice from the Officer that there has been a Payment, or such earlier time as is requested by Employer. The calculations under this Agreement will be made in a manner consistent with the requirements of Code Sections 280G and 4999 and any applicable related regulations and any related Internal Revenue Service rulings. All fees and expenses of the Accounting Firm for such determination shall be borne solely by Employer. Any determination by the Accounting Firm shall be binding upon Employer and the Officer. Any Gross-Up Payment, as determined pursuant to this Agreement shall be paid by Employer to the Officer within five (5) days of the receipt of determination by the Accounting Firm that such payment is due; provided, however, that all Grossgross-Up Payments up payments must be paid no later than the end of the calendar year in which the Officer remits the related taxes. If it is determined that no Excise Tax is payable to the Officer, it shall so indicate to the Officer in writing.

Gross -Up Determination. Subject to the provision of Paragraph Subsection (b) of this Section 9herein, all determinations required to be made under this Agreement, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Employer’s external accounting firm or such other independent certified accounting firm (the “Accounting Firm”) selected by mutual consent of Employer and the Officer, which shall provide detailed supporting calculations both to Employer and the Officer within fifteen (15) business days of the receipt of notice from the Officer that there has been a Payment, or such earlier time as is requested by Employer. The calculations under this Agreement will be made in a manner consistent with the requirements of Code Sections 280G and 4999 and any applicable related regulations and any related Internal Revenue Service rulings. All fees and expenses of the Accounting Firm for such determination shall be borne solely by Employer. Any determination by the Accounting Firm shall be binding upon Employer and the Officer. Any Gross-Up Payment, as determined pursuant to this Agreement shall be paid by Employer to the Officer within five (5) days of the receipt of determination by the Accounting Firm that such payment is due; provided, however, that all Grossgross-Up Payments up payments must be paid no later than the end of the calendar year in which the Officer remits the related taxes. If it is determined that no Excise Tax is payable to the Officer, it shall so indicate to the Officer in writing.

Gross -Up Determination. Subject to the provision of Paragraph (b) of this Section 9herein, all determinations required to be made under this Agreement, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Employer’s external accounting firm or such other independent certified accounting firm (the “Accounting Firm”) selected by mutual consent of Employer and Officer, which shall provide detailed supporting calculations both to Employer and Officer within fifteen (15) business days of the receipt of notice from Officer that there has been a Payment, or such earlier time as is requested by Employer. The calculations under this Agreement will be made in a manner consistent with the requirements of Code Sections 280G and 4999 and any applicable related regulations and any related Internal Revenue Service rulings. All fees and expenses of the Accounting Firm for such determination shall be borne solely by Employer. Any determination by the Accounting Firm shall be binding upon Employer and Officer. Any Gross-Up Payment, as determined pursuant to this Agreement shall be paid by Employer to Officer within five (5) days of the receipt of determination by the Accounting Firm that such payment is due; provided, however, that all Grossgross-Up Payments up payments must be paid no later than the end of the calendar year in which Officer remits the related taxes. If it is determined that no Excise Tax is payable to Officer, it shall so indicate to Officer in writing.

Gross -Up Determination. Subject to the provision of Paragraph Subsection (b) of this Section 9herein, all determinations required to be made under this Agreement, including whether and when a Gross-Up Payment is required and and. the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Employer’s external accounting firm or such other independent certified accounting firm (the “Accounting Firm”) selected by mutual consent of Employer and the Officer, which shall provide detailed supporting calculations both to Employer and the Officer within fifteen (15) business days of the receipt of notice from the Officer that there has been a Payment, or such earlier time as is requested by Employer. The calculations under this Agreement will be made in a manner consistent with the requirements of Code Sections 280G and 4999 and any applicable related regulations and any related Internal Revenue Service rulings. All fees and expenses of the Accounting Firm for such determination shall be borne solely by Employer. Any determination by the Accounting Firm shall be binding upon Employer and the Officer. Any Gross-Up Payment, as determined pursuant to this Agreement shall be paid by Employer to the Officer within five (5) days of the receipt of determination by the Accounting Firm that such payment is due; provided, however, that all Grossgross-Up Payments up payments must be paid no later than the end of the calendar year in which the Officer remits the related taxes. If it is determined that no Excise Tax is payable to the Officer, it shall so indicate to the Officer in writing.