Common use of To Executive Clause in Contracts

To Executive. All fees and expenses of the Accounting Firm shall be paid in full by the Company. Any Gross-Up Payment as determined pursuant to this Subsection IV(e)(ii) shall be paid by the Company to the Executive within five (5) business days after receipt of the Accounting Firm's determination, net of applicable withholding taxes. If the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive, the Accounting Firm shall furnish Executive with a written opinion that failure to disclose or report the Excise Tax on Executive's federal income tax return will not constitute a substantial understatement of tax or be reasonably likely to result in the imposition of a negligence or any other penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive in the absence of material mathematical or legal error. As a result of the uncertainty in the application of Section 4999 of the Code at the time the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company that should have been made or that Gross-Up Payments will have been made that should not have been made, in each case, consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Subsection IV(e)(iii) below and Executive is thereafter required to make a payment of any Excise Tax or any interest, penalties or addition to tax related thereto, the Accounting Firm shall determine the amount of underpayment of Excise Taxes that has occurred and any such underpayment and interest, penalties or addition to tax shall be promptly paid by the Company to Executive along with such additional amounts described in Section (IV)(e)(i). In the event the Accounting Firm determines that an overpayment of Gross-Up Payment(s) has occurred, any such overpayment shall be treated for all purposes as a loan to Executive with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code, due and payable within ninety (90) days after written demand to Executive by the Company; provided, however, that Executive shall have no duty or obligation whatsoever to repay such loan if Executive's receipt of the overpayment, or any portion thereof, is included in Executive's income and Executive's repayment of the same is not deductible by Executive for federal and state income tax purposes.

To Executive. All fees and expenses of the Accounting Firm Tax Consultant shall be paid in full by the Company. Any Gross-Up Payment Excise Tax as determined pursuant to this Subsection IV(e)(iiIV(e) shall be paid by the Company to the Executive Internal Revenue Service or any other appropriate taxing authority on Executive's behalf within five (5) business days after receipt of the Accounting FirmTax Consultant's determination, net of applicable withholding taxes. If the Accounting Firm Tax Consultant determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive, the Accounting Firm Tax Consultant shall furnish Executive with a written opinion that failure to disclose or report the Excise Tax on Executive's federal income tax return will not constitute a substantial understatement of tax or be reasonably likely to result in the imposition of a negligence or any other penalty. Any determination by the Accounting Firm Tax Consultant shall be binding upon the Company and Executive in the absence of material mathematical or legal error. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm Tax Consultant hereunder, it is possible that Gross-Up Payments will not have been made by the Company that should have been made or that Gross-Up Payments will have been made that should not have been made, in each case, consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Subsection IV(e)(iii) below below, and Executive is thereafter required to make a payment of any Excise Tax or any interest, penalties or addition to tax related theretotax, the Accounting Firm Tax Consultant shall determine the amount of underpayment of Excise Taxes that has occurred and any such underpayment and any interest, penalties or addition to tax shall promptly be promptly paid by the Company to the Internal Revenue Service or other appropriate taxing authority on Executive's behalf or, if such underpayment has been previously paid by Executive along with such additional amounts described in Section (IV)(e)(i)to the appropriate taxing authority, to Executive. In the event the Accounting Firm Tax Consultant determines that an overpayment of Gross-Up Payment(s) has occurred, any such overpayment shall be treated for all purposes as a loan to Executive with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code, due and payable within ninety (90) calendar days after written demand to Executive by the Company; provided, however, that Executive shall have no duty or obligation whatsoever to repay such loan if Executive's receipt of the overpayment, or any portion thereof, is included includible in Executive's income and Executive's repayment of the same is not deductible by Executive for federal and state income tax purposes.