REQUEST FOR CALCULATION & DETERMINATION Sample Clauses

REQUEST FOR CALCULATION & DETERMINATION. For the calendar year during which a Change of Control occurs and for each calendar year thereafter, the Company shall cause to be performed a calculation of any Code § 4999 excise tax for such calendar year with respect to the Executive, and shall notify the Executive of the result of any such calculation. If such tax is due, the Company shall pay to the Executive a Gross-Up Payment (as defined in Section 3.3 below); provided, however, that (1) the Executive must provide the Independent Tax Counsel with all information necessary for the Independent Tax Counsel to determine the proper amount of excise tax which should be paid by the Executive, (2) the Executive must agree to the release of pertinent payment information by the Company to the Independent Tax Counsel, and (3) the Executive must comply with the terms of Section 6.1 below.
Sample 1
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REQUEST FOR CALCULATION & DETERMINATION. If the Executive (A) is employed by the Company as of the date of the first Change of Control occurring after the Effective Date or (B) was employed by the Company within the shorter of (1) the ninety (90) day period immediately preceding such Change of Control, or (2) the period from January 1 of the calendar year during which such Change of Control occurs to the date of such Change of Control, then, as of the calendar year during which such Change of Control occurs, the Company shall cause to be performed a calculation of any Code §4999 excise tax for such calendar year and for each calendar year thereafter with respect to the Executive based on any Parachute Payments made or to be made to the Executive by the Company resulting from such Change of Control and based on the assumption that all amounts taxable to the Executive will be taxed at the highest marginal federal and state tax rates, and shall notify the Executive of the result of any such calculation. If such tax is or will be due, the Company shall pay to the Executive a Gross-Up Payment (as defined in Section 3.3 below); provided, however, that (1) the Executive must provide the Independent Tax Counsel with all information necessary for the Independent Tax Counsel to determine the proper amount of excise tax which should be paid by the Executive, (2) the Executive must agree to the release of pertinent payment information by the Company to the Independent Tax Counsel, and (3) the Executive must comply with the terms of Section 6.1 below.
Sample 1

Related to REQUEST FOR CALCULATION & DETERMINATION

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  • Borrowing Base Determination Until the Revolving Credit Termination Date:

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