Common use of Subsequent Redeterminations Clause in Contracts

Subsequent Redeterminations. Unless requested otherwise by the Company, Executive agrees to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount determined pursuant to Section 3(b), provided that Executive shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under this Section 3, the Company shall promptly reimburse Executive, or Executive shall promptly reimburse the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to Executive pursuant to the preceding sentence (a “Later Payment”), the Company shall also reimburse Executive an additional amount such that after payment by Executive of all of Executive’s applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, on such additional amount, Executive will retain an amount equal to the total of Executive’s applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, arising due to the Later Payment. In the case of any reimbursement of Excise Tax that Executive is required to make to the Company pursuant to the second sentence of this Section 3(c), Executive shall also reimburse the Company at the amount of any additional payment received by Executive from the Company in respect of applicable Federal, state and local taxes on such repaid Excise Tax, to the extent Executive is entitled to a refund of (or has not yet paid) such Federal, state or local taxes.

Subsequent Redeterminations. Unless Executive agrees (unless requested otherwise by the Company, Executive agrees ) to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount determined pursuant to Section 3(b)3.02; provided, provided that Executive shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously 9 taken into account and paid under this Section Article 3, the Company shall promptly reimburse pay to Executive, or Executive shall promptly reimburse repay to the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to Executive pursuant to the preceding sentence (a “"Later Payment”"), the Company shall also reimburse pay to Executive an additional amount such that after payment by Executive of all of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, on such additional amount, Executive will retain an amount equal to the total of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, arising due to the Later Payment. In the case of any reimbursement repayment of Excise Tax that Executive is required to make to the Company pursuant to the second sentence of this Section 3(c)3.03, Executive shall also reimburse repay to the Company at the amount of any additional payment received by Executive from the Company in respect of applicable Federal, state and local taxes on such repaid Excise Tax, to the extent Executive is entitled to a refund of (or has not yet paid) such Federal, state or local taxes.

Subsequent Redeterminations. Unless requested otherwise by the Company, Executive agrees to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount determined pursuant to Section 3(b), provided that Executive shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under this Section 3, the Company shall promptly reimburse Executive, or Executive shall promptly reimburse the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to Executive pursuant to the preceding sentence (a “"Later Payment”"), the Company shall also reimburse Executive an additional amount such that after payment by Executive of all of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, on such additional amount, Executive will retain an amount equal to the total of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, arising due to the Later Payment. In the case of any reimbursement of Excise Tax that Executive is required to make to the Company pursuant to the second sentence of this Section 3(c), Executive shall also reimburse the Company at the amount of any additional payment received by Executive from the Company in respect of applicable Federal, state and local taxes on such repaid Excise Tax, to the extent Executive is entitled to a refund of (or has not yet paid) such Federal, state or local taxes.

Subsequent Redeterminations. Unless requested otherwise --------------------------- by the Company, Executive agrees to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount determined pursuant to Section 3(b), provided that Executive shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under this Section 3, the Company shall promptly reimburse Executive, or Executive shall promptly reimburse the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to Executive pursuant to the preceding sentence (a “"Later Payment”"), the Company shall also reimburse Executive an additional amount such that after payment by Executive of all of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, on such additional amount, Executive will retain an amount equal to the total of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, arising due to the Later Payment. In the case of any reimbursement of Excise Tax that Executive is required to make to the Company pursuant to the second sentence of this Section 3(c), Executive shall also reimburse the Company at the amount of any additional payment received by Executive from the Company in respect of applicable Federal, state and local taxes on such repaid Excise Tax, to the extent Executive is entitled to a refund of (or has not yet paid) such Federal, state or local taxes.

Subsequent Redeterminations. Unless requested otherwise by the Company, Executive agrees to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount determined pursuant to Section 3(b), provided that Executive shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under this Section 3, the Company shall promptly reimburse Executive, or Executive shall promptly reimburse the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to Executive pursuant to the preceding sentence (a “Later Payment”), ; the Company shall also reimburse Executive an additional amount such that after payment by Executive of all of Executive’s applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, on such additional amount, Executive will retain an amount equal to the total of Executive’s applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, arising due to the Later Payment. In the case of any reimbursement of Excise Tax that Executive is required to make to the Company pursuant to the second sentence of this Section 3(c), Executive shall also reimburse the Company at the amount of any additional payment received by Executive from the Company in respect of applicable Federal, state and local taxes on such repaid Excise Tax, to the extent Executive is entitled to a refund of (or has not yet paid) such Federal, state or local taxes.

Subsequent Redeterminations. Unless Executive agrees (unless requested otherwise by the Company, Executive agrees ) to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount determined pursuant to Section 3(b)3.02; provided, provided that Executive shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously 8 9 taken into account and paid under this Section Article 3, the Company shall promptly reimburse pay to Executive, or Executive shall promptly reimburse repay to the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to Executive pursuant to the preceding sentence (a “"Later Payment”"), the Company shall also reimburse pay to Executive an additional amount such that after payment by Executive of all of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, on such additional amount, Executive will retain an amount equal to the total of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, arising due to the Later Payment. In the case of any reimbursement repayment of Excise Tax that Executive is required to make to the Company pursuant to the second sentence of this Section 3(c)3.03, Executive shall also reimburse repay to the Company at the amount of any additional payment received by Executive from the Company in respect of applicable Federal, state and local taxes on such repaid Excise Tax, to the extent Executive is entitled to a refund of (or has not yet paid) such Federal, state or local taxes.

Subsequent Redeterminations. Unless Executive agrees (unless requested otherwise by the Company, Executive agrees ) to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount determined pursuant to Section 3(b)11(b) provided, provided that Executive shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under this Section 311, the Company shall promptly reimburse Executive, or Executive shall promptly reimburse the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to Executive pursuant to the preceding sentence (a “"Later Payment”"), the Company shall also reimburse Executive an additional amount such that after payment by Executive of all of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, on such additional amount, Executive will retain an amount equal to the total of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, arising due to the Later Payment. In the case of any reimbursement of Excise Tax that Executive is required to make to the Company pursuant to the second sentence of this Section 3(c11(c), Executive shall also reimburse the Company at the amount of any additional payment received by Executive from the Company in respect of applicable Federal, state and local taxes on such repaid Excise Tax, to the extent Executive is entitled to a refund of (or has not yet paid) such Federal, state or local taxes.

Subsequent Redeterminations. Unless Executive agrees (unless requested otherwise by the Company, Executive agrees ) to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount previously determined pursuant to Section 3(b)under this Article 6; provided, provided that Executive shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under this Section 3Article 6, the Company shall promptly reimburse pay to Executive, or Executive shall promptly reimburse repay to the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to Executive pursuant to the preceding sentence (a “"Later Payment”"), the Company shall also reimburse pay to Executive an additional amount such that after payment by Executive of all of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, taxes on such additional amount, Executive will retain an amount equal sufficient to pay the total of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, taxes arising due to the Later Payment. In the case of any reimbursement repayment of Excise Tax that Executive is required to make to the Company pursuant to the second sentence of this Section 3(c)6.03, Executive shall also reimburse repay to the Company at the amount of any additional payment received by Executive from the Company in respect of applicable Federal, state and local taxes on such repaid Excise Tax, to the extent Executive is entitled to a refund of (or has not yet paid) such Federal, state or local taxes.

Subsequent Redeterminations. Unless requested otherwise by the Company, Executive agrees to Participant must use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive Participant owes an amount of Excise Tax greater than the amount previously determined pursuant to Section 3(bunder paragraph (a); provided, provided however, that Executive Participant shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive Participant in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive Participant owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under this Section 3D.1, the Company shall promptly reimburse Executivepay to Participant, or Executive Participant shall promptly reimburse repay to the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to Executive Participant pursuant to the preceding sentence (a “Later Payment”), the Company shall also reimburse Executive pay to Participant an additional amount such that after payment by Executive Participant of all of ExecutiveParticipant’s applicable Federalfederal, state and local taxes, including any interest and penalties assessed by any taxing authority, taxes on such additional amount, Executive Participant will retain an amount equal sufficient to pay the total of ExecutiveParticipant’s applicable Federalfederal, state and local taxes, including any interest and penalties assessed by any taxing authority, taxes arising due to the Later Payment. In the case of any reimbursement repayment of Excise Tax that Executive Participant is required to make to the Company pursuant to the second sentence of this Section 3(c)D.3, Executive Participant shall also reimburse repay to the Company at the amount of any additional payment received by Executive Participant from the Company in respect of applicable Federalfederal, state and local taxes on such repaid Excise Tax, to the extent Executive Participant is entitled to a refund of (or has not yet paid) such Federalfederal, state or local taxes.

Subsequent Redeterminations. Unless Executive agrees (unless requested otherwise by the Company, Executive agrees ) to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount previously determined pursuant to Section 3(b)under this Article 6; provided, provided that Executive shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under this Section 3Article 6, the Company shall promptly reimburse pay to Executive, or Executive shall promptly reimburse repay to the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to Executive pursuant to the preceding sentence (a “"Later Payment”"), the Company shall also reimburse pay to Executive an additional amount such that after payment by Executive of all of Executive’s 's applicable Federalfederal, state and local taxes, including any interest and penalties assessed by any taxing authority, taxes on such additional amount, Executive will retain an amount equal sufficient to pay the total of Executive’s 's applicable Federalfederal, state and local taxes, including any interest and penalties assessed by any taxing authority, taxes arising due to the Later Payment. In the case of any reimbursement repayment of Excise Tax that Executive is required to make to the Company pursuant to the second sentence of this Section 3(c)6.03, Executive shall also reimburse repay to the Company at the amount of any additional payment received by Executive from the Company in respect of applicable Federalfederal, state and local taxes on such repaid Excise Tax, to the extent Executive is entitled to a refund of (or has not yet paid) such Federalfederal, state or local taxes.

Subsequent Redeterminations. Unless Executive agrees (unless requested otherwise by the Company, Executive agrees ) to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount determined pursuant to Section 3(b)5.02; provided, provided that Executive shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously 9 10 taken into account and paid under this Section 3Article 5, the Company shall promptly reimburse pay to Executive, or Executive shall promptly reimburse repay to the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to Executive pursuant to the preceding sentence (a “"Later Payment”"), the Company shall also reimburse pay to Executive an additional amount such that after payment by Executive of all of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, on such additional amount, Executive will retain an amount equal to the total of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, arising due to the Later Payment. In the case of any reimbursement repayment of Excise Tax that Executive is required to make to the Company pursuant to the second sentence of this Section 3(c)5.03, Executive shall also reimburse repay to the Company at the amount of any additional payment received by Executive from the Company in respect of applicable Federal, state and local taxes on such repaid Excise Tax, to the extent Executive is entitled to a refund of (or has not yet paid) such Federal, state or local taxes.

Subsequent Redeterminations. Unless Executive agrees (unless requested otherwise by the Company, Executive agrees ) to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount determined pursuant to Section 3(b)4.02; provided, provided that Executive shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under this Section 3Article 4, the Company shall promptly reimburse pay to Executive, or Executive shall promptly reimburse repay to the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to Executive pursuant to the preceding sentence (a “"Later Payment”"), the Company shall also reimburse pay to Executive an additional amount such that after payment by Executive of all of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, taxes on such additional amount, Executive will retain an amount equal to the total of Executive’s 's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, taxes arising due to the Later Payment. In the case of any reimbursement repayment of Excise Tax that Executive is required to make to the Company pursuant to the second sentence of this Section 3(c)4.03, Executive shall also reimburse repay to the Company at the amount of any additional payment received by Executive from the Company in respect of applicable Federal, state and local taxes on such repaid Excise Tax, to the extent Executive is entitled to a refund of (or has not yet paid) such Federal, state or local taxes.

Subsequent Redeterminations. Unless Executive agrees (unless requested otherwise by the Company, Executive agrees ) to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount determined pursuant to Section 3(b)4.02; provided, provided that Executive shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under this Section 3Article 4, the Company shall promptly reimburse pay to Executive, or Executive shall promptly reimburse repay to the Company, as the case may be, the amount of such excess or shortfall. In the case of any payment that the Company is required to make to Executive pursuant to the preceding sentence (a “Later Payment”), the Company shall also reimburse pay to Executive an additional amount such that after payment by Executive of all of Executive’s applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, on such additional amount, Executive will shall retain an amount equal to the total of Executive’s applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, arising due to the Later Payment. In the case of any reimbursement repayment of Excise Tax that Executive is required to make to the Company pursuant to the second sentence of this Section 3(c)4.03, Executive shall also reimburse repay to the Company at the amount of any additional payment received by Executive from the Company in respect of applicable Federal, state and local taxes on such repaid Excise Tax, to the extent Executive is entitled to a refund of (or has not yet paid) such Federal, state or local taxes.