Common use of Measurements and Adjustments Clause in Contracts

Measurements and Adjustments. The determination of the amount of the Payments and whether and to what extent a Gross-Up Payment is required to be made or the Payments required to be reduced will be made at the Company’s expense by an independent public accountant(s) selected by the Company (the “Accountants”), which Accountants shall provide you and the Company with detailed supporting calculations with respect to such Gross-Up Payment within a reasonable period of time following the receipt of notice from you or the Company that you have received or will receive a Payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any Payments will be subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Parachute Excise tax, unless and except to the extent that in the opinion of the Accountants such Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-Up Payment, you will be deemed to pay federal income taxes at the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of your adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the Gross-Up Payment in your adjusted gross income. Any Gross-Up Payment with respect to any Payment shall be paid by the Company at the time you are entitled to receive the Payment. Any determination by the Accountants shall be binding upon you and the Company.

Measurements and Adjustments. The determination of the amount of the Payments payments and benefits paid and payable to the Employee, and whether and to what extent a Gross-Up Payment is payments under Section 4.2 are required to be made or the Payments required to be reduced made, will be made at the Company’s expense by an independent public accountant(s) auditor selected by mutual agreement of the Company (and the “Accountants”)Employee, which Accountants auditor shall provide you the Employee and the Company with detailed supporting calculations with respect to such Gross-Up Payment its determination within a reasonable period of time following 15 business days after the receipt of notice from you the Employee or the Company that you have the Employee has received or will receive a Payment payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any Payments payments will be subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Parachute Excise tax, unless and except to the extent that that, in the opinion of independent accounting experts reasonably selected by the Accountants Company, such Payments payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-Up up Payment, you will if any, the Employee shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal income taxation for the calendar year in which the Grossgross-Up Payment up payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of your the Employee’s adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the Grossgross-Up Payment up payment in your the Employee adjusted gross income. Any Gross-Up Payment with respect to any up Payment shall be paid by the Company at the time you are the Employee is entitled to receive the Payment. Any determination by the Accountants auditor shall be binding upon you the Company and the CompanyEmployee.

Measurements and Adjustments. The determination of the amount of the Payments payments and benefits paid and payable to the Executive and whether and to what extent a Gross-Up Payment is payments under Section 7.2 are required to be made or the Payments required to be reduced will be made at the Company’s 's expense by an independent public accountant(s) auditor selected by mutual agreement of the Company (and the “Accountants”)Executive, which Accountants auditor shall provide you Executive and the Company with detailed supporting calculations with respect to such Gross-Up Payment its determination within a reasonable period fifteen (15) business days of time following the receipt of notice from you the Executive or the Company that you have the Executive has received or will receive a Payment payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any Payments payments will be subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as “"parachute payments” " within the meaning of Section section 280G of the Codecode, and all “"parachute payments” " in excess of the “"base amount” " (as defined under Section section 280G(b)(3) of the Codecode) shall be treated as subject to the Parachute Excise tax, unless and except to the extent that in the opinion of the Accountants accountants such Payments payments (in whole or in part) either do not constitute “"parachute payments” " or represent reasonable compensation for services actually rendered (within the meaning of Section section 280G(b)(4) of the Codecode) in excess of the “"base amount,” " or such “"parachute payments” " are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-Up up Payment, you will if any, the Executive shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal income taxation for the calendar year in which the Grossgross-Up Payment up payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of your the Executive's adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the Grossgross-Up Payment up payment in your the Executive adjusted gross income. Any Gross-Up Payment with respect to any up Payment shall be paid by the Company at the time you are the Executive is entitled to receive the Payment. Any determination by the Accountants auditor shall be binding upon you the Company and the CompanyExecutive.

Measurements and Adjustments. The determination of the amount of the Payments payments and benefits paid and payable to the Executive and whether and to what extent a Gross-Up Payment is payments under Section 7.2 are required to be made or the Payments required to be reduced will be made at the Company’s expense by an independent public accountant(s) auditor selected by mutual agreement of the Company (and the “Accountants”)Executive, which Accountants auditor shall provide you Executive and the Company with detailed supporting calculations with respect to such Gross-Up Payment its determination within a reasonable period fifteen (15) business days of time following the receipt of notice from you the Executive or the Company that you have the Executive has received or will receive a Payment payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any Payments payments will be subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as “parachute payments” within the meaning of Section section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section section 280G(b)(3) of the Code) shall be treated as subject to the Parachute Excise tax, unless and except to the extent that in the opinion of the Accountants accountants such Payments payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section section 280G(b)(4) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-Up up Payment, you will if any, the Executive shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal income taxation for the calendar year in which the Grossgross-Up Payment up payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of your the Executive’s adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the Gross-Up up Payment in your the Executive’s adjusted gross income. Any Gross-Up Payment with respect to any up Payment shall be paid by the Company at the time you are the Executive is entitled to receive the Payment. Any determination by the Accountants auditor shall be binding upon you the Company and the CompanyExecutive.

Measurements and Adjustments. The determination of the amount of the Payments payments and benefits paid and payable to the Employee, and whether and to what extent a Gross-Up Payment is payments under Section 4.2 are required to be made or the Payments required to be reduced made, will be made at the Company’s expense by an independent public accountant(s) auditor selected by mutual agreement of the Company (and the “Accountants”)Employee, which Accountants auditor shall provide you the Employee and the Company with detailed supporting calculations with respect to such Gross-Up Payment its determination within a reasonable period of time following 15 business days after the receipt of notice from you the Employee or the Company that you have the Employee has received or will receive a Payment payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any Payments payments will be subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Parachute Excise tax, unless and except to the extent extent, that in the opinion of the Accountants accountants, such Payments payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-Up up Payment, you will if any, the Employee shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal income taxation for the calendar year in which the Grossgross-Up Payment up payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of your the Employee’s adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the Grossgross-Up Payment up payment in your the Employee adjusted gross income. Any Gross-Up Payment with respect to any up Payment shall be paid by the Company at the time you are the Employee is entitled to receive the Payment. Any determination by the Accountants auditor shall be binding upon you the Company and the CompanyEmployee.

Measurements and Adjustments. The determination of the amount of the Payments payments and benefits paid and payable to the Employee and whether and to what extent a Gross-Up Payment is payments under Section 4.2 are required to be made or the Payments required to be reduced will be made at the Company’s expense by an independent public accountant(s) auditor selected by mutual agreement of the Company (and the “Accountants”)Employee, which Accountants auditor shall provide you the Employee and the Company with detailed supporting calculations with respect to such Gross-Up Payment its determination within a reasonable period of time following 15 business days after the receipt of notice from you the Employee or the Company that you have the Employee has received or will receive a Payment payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any Payments payments will be subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Parachute Excise tax, unless and except to the extent that in the opinion of the Accountants accountants such Payments payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-Up up Payment, you will if any, the Employee shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal income taxation for the calendar year in which the Grossgross-Up Payment up payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of your the Employee’s adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the Grossgross-Up Payment up payment in your the Employee adjusted gross income. Any Gross-Up Payment with respect to any up Payment shall be paid by the Company at the time you are the Employee is entitled to receive the Payment. Any determination by the Accountants auditor shall be binding upon you the Company and the CompanyEmployee.

Measurements and Adjustments. The determination of the amount of the Payments payments and benefits paid and payable to the Executive and whether and to what extent a Gross-Up Payment is payments under Section 5.2 are required to be made or the Payments required to be reduced will be made at the Company’s expense by an independent public accountant(s) auditor selected by mutual agreement of the Company (and the “Accountants”)Executive, which Accountants auditor shall provide you Executive and the Company with detailed supporting calculations with respect to such Gross-Up Payment its determination within a reasonable period 15 business days of time following the receipt of notice from you the Executive or the Company that you have the Executive has received or will receive a Payment payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any Payments payments will be subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Parachute Excise tax, unless and except to the extent that in the opinion of the Accountants accountants such Payments payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-Up up Payment, you will if any, the Executive shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal income taxation for the calendar year in which the Grossgross-Up Payment up payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the gross-up payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of your the Executive’s adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the Grossgross-Up Payment up payment in your the Executive adjusted gross income. Any Gross-Up Payment with respect to any up Payment shall be paid by the Company at the time you are the Executive is entitled to receive the Payment. Any determination by the Accountants auditor shall be binding upon you the Company and the CompanyExecutive.