Common use of Redetermination Clause in Contracts

Redetermination. If, pursuant to regulations issued under Section 280G or 4999 of the Code, NMHC and the Executive were required to make a preliminary determination of the amount of an excess parachute payment and thereafter a redetermination of the Excise Tax is required under the applicable regulations, the parties shall request the Accounting Firm to make such redetermination. If as a result of such redetermination an additional Gross-Up Payment is required, the amount thereof, together with interest at the rate provided in section 1274(b)(2)(B) of the Code, shall be paid by NMHC to the Executive at the time provided in Section 3.3.4.6. If the redetermination of the Excise Tax results in a reduction of the Excise Tax, the Executive shall take such steps as NMHC may reasonably direct in order to obtain a refund of the excess Excise Tax paid. If NMHC determines that any suit or proceeding is necessary or advisable in order to obtain such refund, the provisions of Section 3.3.4.3 hereof relating to the contesting of a claim shall apply to the claim for such refund, including, without limitation, the provisions concerning legal representation, cooperation by the Executive, participation by NMHC in the proceedings and indemnification and payment of fees and expenses by NMHC. Upon receipt of any such refund, the Executive shall promptly pay the amount of such refund to NMHC. If the amount of the income taxes otherwise payable by the Executive in respect of the year in which the Executive makes such payment to NMHC is reduced as a result of such payment, the Executive shall, no later than the filing of his income tax return in respect of such year, pay the amount of such tax benefit to NMHC. In the event there is a subsequent redetermination of the Executive’s income taxes resulting in a reduction of such tax benefit, NMHC shall, promptly after receipt of notice of such reduction, pay to the Executive the amount of such reduction. If NMHC objects to the calculation or recalculation of the tax benefit, as described in the preceding two sentences, the Accounting Firm shall make the final determination of the appropriate amount. The Executive shall not be obligated to pay to NMHC the amount of any further tax benefits that may be realized by Executive as a result of paying to NMHC the amount of the initial tax benefit.