Common use of Gross-up for Certain Taxes Clause in Contracts

Gross-up for Certain Taxes. (a) If it is determined (by the reasonable computation of the Company’s independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate (“Company Certificate”) delivered to the Executive) that any benefit received or deemed received by the Executive from the Company pursuant to this Agreement or otherwise (collectively, the “Potential Parachute Payments”) is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, immediately after such determination, pay the Executive an amount (the “Gross-up Payment”) equal to the product of: (i) the amount of such Excise Taxes multiplied by (ii) the Gross-up Multiple (as defined in Section 5.4). The Gross-up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. For all purposes of this Article V, Executive shall be deemed to be subject to the highest effective marginal rate of Taxes. The Executive or the Company may at any time request the preparation and delivery to the Executive of a Certificate. The Company shall, in addition to complying with Section 5.2, cause all determinations and certifications under the Article to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive’s individual tax returns on a timely basis.

Gross-up for Certain Taxes. (a) If it is determined (by the reasonable computation of the Company’s 's independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate (“"Company Certificate”") delivered to the Executive) that any benefit received or deemed received by the Executive from the Company pursuant to this Agreement or otherwise (collectively, the “"Potential Parachute Payments”") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “"Excise Taxes”"), then the Company shall, immediately after such determination, pay the Executive an amount (the “"Gross-up Payment”") equal to the product of: (i) the amount of such Excise excise Taxes multiplied by (ii) the Gross-up Multiple (as defined in Section 5.4Article 14.4). The Gross-up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. For all purposes of this Article V14, Executive shall be deemed to be subject to the highest effective marginal rate of Taxes. The Executive or the Company may at any time request the preparation and delivery to the Executive of a Company Certificate. The Company shall, in addition to complying with Section 5.2Article 14.2, cause all determinations and certifications under the Article to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive’s 's individual tax returns on a timely basis.

Gross-up for Certain Taxes. (a) If it is determined (by the reasonable computation of the Company’s 's independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate (“"Company Certificate”") delivered to the Executive) that any benefit received or deemed received by the Executive from the Company pursuant to this Agreement or otherwise (collectively, the “"Potential Parachute Payments”") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “"Excise Taxes”"), then the Company shall, immediately after such determination, pay the Executive an amount (the “"Gross-up Payment”") equal to the product of: (i) the amount of such Excise excise Taxes multiplied by (ii) the Gross-up Multiple (as defined in Section 5.413.4). The Gross-up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. For all purposes of this Article VSection 13, Executive shall be deemed to be subject to the highest effective marginal rate of Taxes. The Executive or the Company may at any time request the preparation and delivery to the Executive of a Company Certificate. The Company shall, in addition to complying with Section 5.213.2, cause all determinations and certifications under the Article to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive’s 's individual tax returns on a timely basis.

Gross-up for Certain Taxes. (a) If it is determined (by the reasonable computation of the Company’s 's independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate (“"Company Certificate”") delivered to the Executive) that any benefit received or deemed received by the Executive from the Company pursuant to this Agreement or otherwise (collectively, the “"Potential Parachute Payments”") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “"Excise Taxes”"), then the Company shall, immediately after such determination, pay the Executive an amount (the “"Gross-up Payment”") equal to the product of: (i) the amount of such Excise excise Taxes multiplied by (ii) the Gross-up Multiple (as defined in Section 5.4). The Gross-up Payment is intended to compensate inxxxxxx xx xxxxxxxxte the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. For all purposes of this Article V, Executive shall be deemed to be subject to the highest effective marginal rate of Taxes. The Executive or the Company may at any time request the preparation and delivery to the Executive of a Certificate. The Company shall, in addition to complying with Section 5.2, cause all determinations and certifications under the Article to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive’s 's individual tax returns on a timely basis.

Gross-up for Certain Taxes. (a) If it is determined (by the reasonable computation of the Company’s independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate (“Company Certificate”) delivered to the Executive) that any benefit received or deemed received by the Executive from the Company pursuant to this Agreement or otherwise (collectively, the “Potential Parachute Payments”) is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, “Excise Taxes”), then the Company shall, immediately after such determination, pay the Executive an amount (the “Gross-up Payment”) equal to the product of: (i) the amount of such Excise excise Taxes multiplied by (ii) the Gross-up Multiple (as defined in Section 5.4Article 14.4). The Gross-up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. For all purposes of this Article V14, Executive shall be deemed to be subject to the highest effective marginal rate of Taxes. . (b) The Executive or the Company may at any time request the preparation and delivery to the Executive of a Company Certificate. The Company shall, in addition to complying with Section 5.2Article 14.2, cause all determinations and certifications under the Article to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive’s individual tax returns on a timely basis.