Common use of Gross-Up Payment Clause in Contracts

Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such payment or distribution.

Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amendedamended (“Code”), or any interest or penalties, including any excise tax, interest and penalties imposed under Section 409A of the Code, with respect to such excise tax (such excise tax, together with any such interest and penalties, penalties are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such payment or distribution.

Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding, in the event If it shall be determined that any payment or distribution of any type to or in respect of the Executive, by the Company to Company, the LLC, or for the benefit of Executiveany other person, whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or otherwise would (the “Total Payments”), is or will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, amended (the “Code”) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, ) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such payment or distributionthe Total Payments.

Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding, in the event If it shall be determined that any payment or distribution of any type to or in respect of the Executive, by the Company to Company, the Partnership, or for the benefit of Executiveany other person, whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or otherwise would (the “Total Payments”), is or will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, amended (the “Code”) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, ) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such payment or distributionthe Total Payments.

Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding, in the event If it shall be determined that any payment or distribution of any type to or in respect of the Executive, by the Company to Company, or for the benefit of Executiveany other person, whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or otherwise would (the "Total Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, amended (the "Code") or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, ) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such payment or distributionthe Total Payments.

Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding, in the event If it shall be determined that any payment or distribution of any type to or in respect of Executive, by the Company to or for the benefit of Executiveany other person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise would (the “Total Payments”), is or will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, amended (the “Code”) or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, ) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such payment or distributionthe total Payments.

Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of ExecutiveEmployee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive Employee shall be entitled to receive an additional payment (a “Gross-Up up Payment”) in an amount such that after payment by Executive Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up up Payment, Executive Employee retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon such payment or distribution.

Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of ExecutiveEmployee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then Executive Employee shall be entitled to receive an additional payment (a “"Gross-Up up Payment”") in an amount such that after payment by Executive Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up up Payment, Executive Employee retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed upon such payment or distribution.

Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding, in In the event it shall be determined that any payment payment, distribution, or distribution benefits of any type by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, amended (the "Code") or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by Executive of all taxes (including additional excise taxes under said Section 4999, and any interest or and penalties imposed with respect to such any taxes), including any Excise Tax, ) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such payment or distributionthe Total Payments. The Company shall pay the Gross-Up Payment to Executive within thirty (30) business days after Executive's termination of employment.

Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding, in the event If it shall be determined ---------------- that any payment or distribution of any type to or in respect of the Executive, by the Company to Company, the Partnership, or for the benefit of Executiveany other person, whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or otherwise would (the "Total Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, amended (the "Code") or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, ) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such payment or distributionthe Total Payments.

Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding, in In the event it shall be determined that any Change of Control payment provided by and calculated under Section 1.2(a) and paid in accordance with Sections 1.1(a), 1.1(b) or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise 1.1(d) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Title 26, Internal Revenue Code of 1986, as amended, (“Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax, Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such payment or distributionthe Payment(s).