Common use of The Gross Clause in Contracts

The Gross. Up Payment provided for in paragraph (a) above shall not be made unless Employee provides written notice to Employer setting forth, in reasonable detail, the amounts and calculation of such benefit payments constituting "excess parachute payments" and accompanied by a written opinion of a nationally recognized accounting firm confirming that such benefit payments constitute "excess parachute payments," with such notice and opinion received by Employer prior to the time that Employee pays any tax based on or files any tax return claiming receipt of "excess parachute payments." The reasonable fees and expenses of obtaining such opinion shall be paid by Employer.