Common use of Additional Amount Clause in Contracts

Additional Amount. (a) The Company shall pay to ▇▇▇▇▇▇▇▇ an amount (the “Additional Amount”) equal to the excise tax under Section 4999 of the Code (the “Excise Tax”), if any, plus all taxes incurred with respect to such payment, if any, incurred by ▇▇▇▇▇▇▇▇ by reason of the payments under this Agreement and any other plan, agreement, or understanding between ▇▇▇▇▇▇▇▇ (but not his Affiliates), Pharma, and the Company or its subsidiaries or affiliates, other than payments made pursuant to this Section 10, (the “Separation Payments”) constituting excess parachute payments pursuant to Code Section 280G. The Additional Amount shall also include an amount equal to (i) the Excise Tax and (ii) all federal, state, and local income and payroll taxes and Excise Tax incurred by ▇▇▇▇▇▇▇▇ with respect to receipt of the Additional Amount. (b) All determinations required to be made under this Section 10, including whether an Additional Amount is required and the amount of any Additional Amount, shall be made by the Company prior to the event triggering such determination. In computing taxes, the Company shall use the highest marginal federal, state, and local income tax rates applicable to ▇▇▇▇▇▇▇▇ and shall assume the full deductibility of state and local income taxes for purposes of computing federal income tax liability, unless ▇▇▇▇▇▇▇▇ demonstrates that he will not in fact be entitled to such a deduction for the year of payment. (c) The Additional Amount shall be paid to ▇▇▇▇▇▇▇▇ with the Separation Payments unless the Company at the same time as the payment of the Separation Payments determines that ▇▇▇▇▇▇▇▇ will not incur an Excise Tax on part or all of the Separation Payments. (d) The Additional Amount shall be subject to adjustment so as to avoid either an over- or underpayment of the Additional Amount to ▇▇▇▇▇▇▇▇, including any adjustment as may be necessary if additional liability (including interest and penalties) is assessed under Code Section 280G despite the contrary determination of the Company as to the applicability of Section 280G to the Separation Payments. In the event the Internal Revenue Service or other taxing authority or a court determines that there has been an underpayment of the Excise Tax, the Company will, on ▇▇▇▇▇▇▇▇’ behalf, and at the Company’s cost, assume any challenge (or other response as the Company shall determine to be proper) to such assessment or imposition of additional liability and ▇▇▇▇▇▇▇▇ will assist and cooperate with the Company with respect to any such challenge or other response, provided that such challenge or other response is not likely to adversely affect ▇▇▇▇▇▇▇▇’ other tax positions. Should ▇▇▇▇▇▇▇▇ receive a refund of all or any portion of the Excise Tax previously paid, because the Excise Tax is determined to be less than the amount taken into account at the time the Additional Amount is paid, ▇▇▇▇▇▇▇▇ shall repay to the Company the portion of the Additional Amount paid in connection with such Excise Tax so refunded.

Additional Amount. (a) The Company shall pay to ▇▇▇▇▇▇▇▇ Executive an amount (the “"Additional Amount”") equal to the excise tax under Section 4999 of the Code (the “Excise Tax”), if any, plus all taxes incurred with respect to such paymentCode, if any, incurred by ▇▇▇▇▇▇▇▇ Executive by reason of the payments under this Agreement and any other plan, agreement, agreement or understanding between ▇▇▇▇▇▇▇▇ (but not his Affiliates), Pharma, Executive and the Company or its parent, subsidiaries or affiliates, other than payments made pursuant to this Section 10, affiliates (the “"Separation Payments”") constituting excess parachute payments pursuant to Code Section 280G. The Additional Amount shall also include an amount equal to (i) the Excise Tax 280G, plus all excise taxes and (ii) all federal, state, state and local income and payroll or employment taxes and Excise Tax incurred by ▇▇▇▇▇▇▇▇ Executive with respect to receipt of the Additional Amount. The Additional Amount shall also take into account Executive's loss of tax deduction, if any, caused by reason of Executive's receipt of the Additional Amount. It is the intent of the parties that payment of the Additional Amount will compensate Executive such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto) and excise tax imposed upon the Additional Amount, Executive retains an amount of the Additional Amount equal to the excise tax (and any interest and penalties thereon) imposed upon the Separation Payments. (b) All determinations required to be made under this Section 107, including whether an Additional Amount Payment is required and the amount of any Additional Amount, shall be made by the Company prior Accounting Firm, which shall provide detailed supporting calculations to the event triggering such determinationCompany and Executive. In computing taxes, the Company Accounting Firm shall use the highest marginal federal, state, state and local income tax rates applicable to ▇▇▇▇▇▇▇▇ Executive and shall assume the full deductibility of state and local income taxes for purposes of computing federal income tax liability, unless ▇▇▇▇▇▇▇▇ Executive demonstrates that he will not in fact be entitled to such a deduction for the year of payment. (c) The Additional Amount Amount, computed assuming all of the Separation Payments constitute excess parachute payments as defined in Code Section 280G, shall be paid to ▇▇▇▇▇▇▇▇ Executive with the Separation Payments payment under Section 5(b)(2) hereof unless the Company at the same time as the payment of the Separation Payments determines such payments provides Executive with an opinion of the Accounting Firm that ▇▇▇▇▇▇▇▇ Executive will not incur an Excise Tax excise tax on part or all of the Separation Payments. Any such opinion shall be based upon any then applicable regulations (including proposed regulations if no final or temporary regulations are applicable) under Code Sections 280G and 4999 or substantial authority within the meaning of Code Section 6662. If such opinion applies only to part of the Separation Payments, the Company shall pay Executive the Additional Amount with respect to that part of the Separation Payments not covered by the opinion. (d) The Additional Amount shall be subject to adjustment so as to avoid either an over- over or underpayment of the Additional Amount to ▇▇▇▇▇▇▇▇, including any adjustment as Executive. The Company shall establish procedures that shall be communicated in writing to Executive and shall be considered a part of this Agreement regarding the foregoing. Such procedures may be necessary if additional liability (including interest amended or modified at any time that the terms of this Agreement are otherwise subject to amendment but may not be amended at any time following the occurrence of an event entitling Executive to benefits under the terms of Sections 4 and penalties) is assessed under Code Section 280G despite the contrary determination of the Company as to the applicability of Section 280G to the Separation Payments. In the event the Internal Revenue Service or other taxing authority or a court determines that there has been an underpayment of the Excise Tax, the Company will, on ▇▇▇▇▇▇▇▇’ behalf, and at the Company’s cost, assume any challenge (or other response as the Company shall determine to be proper) to such assessment or imposition of additional liability and ▇▇▇▇▇▇▇▇ will assist and cooperate with the Company with respect to any such challenge or other response, provided that such challenge or other response is not likely to adversely affect ▇▇▇▇▇▇▇▇’ other tax positions. Should ▇▇▇▇▇▇▇▇ receive a refund of all or any portion of the Excise Tax previously paid, because the Excise Tax is determined to be less than the amount taken into account at the time the Additional Amount is paid, ▇▇▇▇▇▇▇▇ shall repay to the Company the portion of the Additional Amount paid in connection with such Excise Tax so refunded5 hereof.

Additional Amount. (a) The Company shall pay to ▇▇▇▇▇▇▇▇ Gillings an amount (the “"Additional Amount”") equal to the excise tax under Section ▇▇▇▇▇ ▇▇ction 4999 of the Code (the “"Excise Tax”"), if any, plus all taxes incurred with respect to such payment, if any, incurred by ▇▇▇▇▇▇▇▇ Gillings by reason of the payments under this Agreement and any other plan▇▇▇▇, agreement▇greement, or understanding between ▇▇▇▇▇▇▇▇ Gillings (but not his Affiliates), Pharma, and the Company or its subsidiaries sub▇▇▇▇▇▇▇▇s or affiliates, other than payments made pursuant to this Section 10, (the “"Separation Payments”") constituting excess parachute payments pursuant to Code Section 280G. The Additional Amount shall also include an amount equal to (i) the Excise Tax and (ii) all federal, state, and local income and payroll taxes and Excise Tax incurred by ▇▇▇▇▇▇▇▇ Gillings with respect to receipt of the Additional Amount. (b) All determinations ▇▇▇ ▇▇▇▇rminations required to be made under this Section 10, including whether an Additional Amount is required and the amount of any Additional Amount, shall be made by the Company prior to the event triggering such determination. In computing taxes, the Company shall use the highest marginal federal, state, and local income tax rates applicable to ▇▇▇▇▇▇▇▇ Gillings and shall assume the full deductibility of state and local income taxes i▇▇▇▇▇ ▇▇xes for purposes of computing federal income tax liability, unless ▇▇▇▇▇▇▇▇ Gillings demonstrates that he will not in fact be entitled to such a deduction ▇▇▇▇▇▇▇▇n for the year of payment. (c) The Additional Amount shall be paid to ▇▇▇▇▇▇▇▇ Gillings with the Separation Payments unless the Company at the same time as ▇▇▇▇ ▇▇ the payment of the Separation Payments determines that ▇▇▇▇▇▇▇▇ Gillings will not incur an Excise Tax on part or all of the Separation PaymentsSeparatio▇ ▇▇▇▇▇▇ts. (d) The Additional Amount shall be subject to adjustment so as to avoid either an over- or underpayment of the Additional Amount to ▇▇▇▇▇▇▇▇Gillings, including any adjustment as may be necessary if additional liability ▇▇▇▇▇▇▇▇y (including interest and penalties) is assessed under Code Section 280G despite the contrary determination of the Company as to the applicability of Section 280G to the Separation Payments. In the event the Internal Revenue Service or other taxing authority or a court determines that there has been an underpayment of the Excise Tax, the Company will, on ▇▇▇▇▇▇▇▇’ behalf, and at the Company’s cost, assume any challenge (or other response as the Company shall determine to be proper) to such assessment or imposition of additional liability and ▇▇▇▇▇▇▇▇ will assist and cooperate with the Company with respect to any such challenge or other response, provided that such challenge or other response is not likely to adversely affect ▇▇▇▇▇▇▇▇’ other tax positions. Should ▇▇▇▇▇▇▇▇ receive a refund of all or any portion of the Excise Tax previously paid, because the Excise Tax is determined to be less than the amount taken into account at the time the Additional Amount is paid, ▇▇▇▇▇▇▇▇ shall repay to the Company the portion of the Additional Amount paid in connection with such Excise Tax so refunded.of

Additional Amount. (a) The Company shall will pay to ▇▇▇▇▇▇▇▇ Employee an amount (the “"Additional Amount”") equal to the excise tax under Section 4999 of the Code (the “Excise Tax”), if any, plus all taxes incurred with respect to such paymentCode, if any, incurred by ▇▇▇▇▇▇▇▇ Employee by reason of the payments under this Agreement and any other plan, agreement, agreement or understanding between ▇▇▇▇▇▇▇▇ (but not his Affiliates), Pharma, Employee and the Company or its parent, subsidiaries or affiliatesaffiliates (collectively, other than payments made pursuant to this Section 10, (the “"Separation Payments”") constituting excess parachute payments pursuant to Code Section 280G. The Additional Amount shall also include an amount equal to 280G (i) the Excise Tax or any successor provision thereof), plus all excise 140 taxes and (ii) all federal, state, state and local income and payroll taxes and Excise Tax incurred by ▇▇▇▇▇▇▇▇ Employee with respect to receipt of the Additional Amount. (b) All determinations required to be made under this Section 105, including whether an Additional Amount is required and the amount of any Additional Amount, shall will be made by the independent auditors engaged by the Company immediately prior to the event triggering such determinationChange in Control or Potential Change in Control (the "Accounting Firm"), which will provide detailed supporting calculations to the Company and Employee. In computing taxes, the Company shall Accounting Firm will use the highest marginal federal, state, state and local income tax rates applicable to ▇▇▇▇▇▇▇▇ Employee and shall will assume the full deductibility of state and local income taxes for purposes of computing federal income tax liability, unless ▇▇▇▇▇▇▇▇ Employee demonstrates that he or she will not in fact be entitled to such a deduction for the year of payment. (c) The Additional Amount shall Amount, computed assuming all of the Separation Payments constitute excess parachute payments as defined in Code Section 280G (or any successor provision thereof), will be paid to ▇▇▇▇▇▇▇▇ Employee with the Separation Payments Severance Payment unless the Company at the same time as the payment of the Separation Payments determines Severance Payment provides Employee with an opinion of the Accounting Firm that ▇▇▇▇▇▇▇▇ Employee will not incur an Excise Tax excise tax on part or all of the Separation Payments. . Any such opinion will be based upon the applicable regulations under Code Sections 280G and 4999 (dor any successor provisions thereof) The Additional Amount shall be subject or substantial authority within the meaning of Code Section 6662. If such opinion applies only to adjustment so as to avoid either an over- or underpayment part of the Separation Payments, the Company will pay Employee the Additional Amount to ▇▇▇▇▇▇▇▇, including any adjustment as may be necessary if additional liability (including interest and penalties) is assessed under Code Section 280G despite the contrary determination of the Company as to the applicability of Section 280G to the Separation Payments. In the event the Internal Revenue Service or other taxing authority or a court determines that there has been an underpayment of the Excise Tax, the Company will, on ▇▇▇▇▇▇▇▇’ behalf, and at the Company’s cost, assume any challenge (or other response as the Company shall determine to be proper) to such assessment or imposition of additional liability and ▇▇▇▇▇▇▇▇ will assist and cooperate with the Company with respect to any such challenge or other response, provided that such challenge or other response is not likely to adversely affect ▇▇▇▇▇▇▇▇’ other tax positions. Should ▇▇▇▇▇▇▇▇ receive a refund of all or any portion part of the Excise Tax previously paid, because Separation Payments not covered by the Excise Tax is determined to be less than the amount taken into account at the time the Additional Amount is paid, ▇▇▇▇▇▇▇▇ shall repay to the Company the portion of the Additional Amount paid in connection with such Excise Tax so refundedopinion.

Additional Amount. (a) The Company In every taxable year in which the Affiliated Group files a Consolidated Federal Return, the amount by which the sum of the Separate Return FIT Liabilities of the Members of the Affiliated Group exceeds the Consolidated FIT Liability of the Affiliated Group shall be the “Consolidated Tax Benefit.” If, for such taxable year, the Separate Return FIT Liability of any Member exceeds the Separate FIT Liability of such Member, then, within a reasonable period of time after Parent has filed the Consolidated Federal Return for such taxable year, such Member shall pay to ▇▇▇▇▇▇▇▇ Parent the amount of such excess (which, on an aggregate basis for all Members, should equal the Consolidated Tax Benefit). For each such taxable year, Parent shall allocate and pay the amount of the Consolidated Tax Benefit to those other Members that had items of income, gain, deduction, loss, or credit to which such amount is attributable pursuant to a consistent method that reasonably reflects such items of income, gain, deduction, loss, or credit (such consistency and reasonableness to be determined by Parent in accordance with Section 12 below). For this purpose, the amounts paid to Members will generally be deemed consistent and reasonable if paid on a basis equal to the “applicable percentage” of net operating losses utilized and 100 percent of tax credits utilized (unless, due to special circumstances, this would be inequitable) and which is substantiated by specific records maintained by the Affiliated Group for such purposes. The “applicable percentage” shall be the current statutory rate used in the applicable consolidated return. An amount allocated to a Member pursuant to this Section 4 shall be an “Additional Amount”) equal to .” Parent shall pay the excise tax under Section 4999 of the Code (the “Excise Tax”)Additional Amount for any taxable year, if any, plus all taxes incurred with respect to such payment, if any, incurred by ▇▇▇▇▇▇▇▇ by reason of within a reasonable time after it files the payments under this Agreement and any other plan, agreement, or understanding between ▇▇▇▇▇▇▇▇ (but not his Affiliates), Pharma, and the Company or its subsidiaries or affiliates, other than payments made pursuant to this Section 10, (the “Separation Payments”) constituting excess parachute payments pursuant to Code Section 280G. The Additional Amount shall also include an amount equal to (i) the Excise Tax and (ii) all federal, state, and local income and payroll taxes and Excise Tax incurred by ▇▇▇▇▇▇▇▇ with respect to receipt of the Additional Amount. (b) All determinations required to be made under this Section 10, including whether an Additional Amount is required and the amount of any Additional Amount, shall be made by the Company prior to the event triggering such determination. In computing taxes, the Company shall use the highest marginal federal, state, and local income tax rates applicable to ▇▇▇▇▇▇▇▇ and shall assume the full deductibility of state and local income taxes for purposes of computing federal income tax liability, unless ▇▇▇▇▇▇▇▇ demonstrates that he will not in fact be entitled to such a deduction Consolidated Federal Return for the year of paymenttaxable year. (c) The Additional Amount shall be paid to ▇▇▇▇▇▇▇▇ with the Separation Payments unless the Company at the same time as the payment of the Separation Payments determines that ▇▇▇▇▇▇▇▇ will not incur an Excise Tax on part or all of the Separation Payments. (d) The Additional Amount shall be subject to adjustment so as to avoid either an over- or underpayment of the Additional Amount to ▇▇▇▇▇▇▇▇, including any adjustment as may be necessary if additional liability (including interest and penalties) is assessed under Code Section 280G despite the contrary determination of the Company as to the applicability of Section 280G to the Separation Payments. In the event the Internal Revenue Service or other taxing authority or a court determines that there has been an underpayment of the Excise Tax, the Company will, on ▇▇▇▇▇▇▇▇’ behalf, and at the Company’s cost, assume any challenge (or other response as the Company shall determine to be proper) to such assessment or imposition of additional liability and ▇▇▇▇▇▇▇▇ will assist and cooperate with the Company with respect to any such challenge or other response, provided that such challenge or other response is not likely to adversely affect ▇▇▇▇▇▇▇▇’ other tax positions. Should ▇▇▇▇▇▇▇▇ receive a refund of all or any portion of the Excise Tax previously paid, because the Excise Tax is determined to be less than the amount taken into account at the time the Additional Amount is paid, ▇▇▇▇▇▇▇▇ shall repay to the Company the portion of the Additional Amount paid in connection with such Excise Tax so refunded.

Additional Amount. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (aif applicable) The in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall pay to ▇▇▇▇▇▇▇▇ an amount (the “Additional Amount”) equal furnish to the excise tax under Section 4999 Trustee and the Paying Agent, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent whether such payment of the Code (the “Excise Tax”)principal of an premium, if any, plus all taxes incurred with respect or interest on the Securities of such series shall be made to Holders of Securities of such paymentseries who are United States aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, incurred by ▇▇▇▇▇▇▇▇ by reason required to be withheld on such payments to such Holders of the payments under this Agreement and any other plan, agreement, or understanding between ▇▇▇▇▇▇▇▇ (but not his Affiliates), PharmaSecurities, and the Company agrees to pay to the Trustee or its subsidiaries or affiliates, other than payments made pursuant to this Section 10, (the “Separation Payments”) constituting excess parachute payments pursuant to Code Section 280G. The Additional Amount shall also include an amount equal to (i) the Excise Tax and (ii) all federal, state, and local income and payroll taxes and Excise Tax incurred by ▇▇▇▇▇▇▇▇ with respect to receipt of such Paying Agent the Additional Amount. (b) All determinations Amounts required to be made under this Section 10, including whether an Additional Amount is required and the amount of any Additional Amount, shall be made by the Company prior to the event triggering terms of such determination. In computing taxes, the Company shall use the highest marginal federal, state, and local income tax rates applicable to ▇▇▇▇▇▇▇▇ and shall assume the full deductibility of state and local income taxes for purposes of computing federal income tax liability, unless ▇▇▇▇▇▇▇▇ demonstrates that he will not in fact be entitled to such a deduction for the year of paymentSecurities. (c) The Additional Amount shall be paid to ▇▇▇▇▇▇▇▇ with the Separation Payments unless the Company at the same time as the payment of the Separation Payments determines that ▇▇▇▇▇▇▇▇ will not incur an Excise Tax on part or all of the Separation Payments. (d) The Additional Amount shall be subject to adjustment so as to avoid either an over- or underpayment of the Additional Amount to ▇▇▇▇▇▇▇▇, including any adjustment as may be necessary if additional liability (including interest and penalties) is assessed under Code Section 280G despite the contrary determination of the Company as to the applicability of Section 280G to the Separation Payments. In the event the Internal Revenue Service or other taxing authority or a court determines that there has been an underpayment of the Excise Tax, the Company will, on ▇▇▇▇▇▇▇▇’ behalf, and at the Company’s cost, assume any challenge (or other response as the Company shall determine to be proper) to such assessment or imposition of additional liability and ▇▇▇▇▇▇▇▇ will assist and cooperate with the Company with respect to any such challenge or other response, provided that such challenge or other response is not likely to adversely affect ▇▇▇▇▇▇▇▇’ other tax positions. Should ▇▇▇▇▇▇▇▇ receive a refund of all or any portion of the Excise Tax previously paid, because the Excise Tax is determined to be less than the amount taken into account at the time the Additional Amount is paid, ▇▇▇▇▇▇▇▇ shall repay to the Company the portion of the Additional Amount paid in connection with such Excise Tax so refunded.

Additional Amount. (a) The Company shall pay to ▇▇▇▇▇▇▇▇ Executive an amount amount, up to Two Million Dollars ($2,000,000) (the “"Additional Amount”") equal to the excise tax under Section 4999 of the Code (the “Excise Tax”), if any, plus all taxes incurred with respect to such paymentCode, if any, incurred by ▇▇▇▇▇▇▇▇ Executive by reason of the payments under this Agreement and any other plan, agreement, agreement or understanding between ▇▇▇▇▇▇▇▇ (but not his Affiliates), Pharma, Executive and the Company or its parent, subsidiaries or affiliates, other than payments made pursuant to this Section 10, affiliates (the “"Separation Payments”") constituting excess parachute payments pursuant to Code Section 280G. The Additional Amount shall also include an amount equal to (i) the Excise Tax 280G, plus all excise taxes and (ii) all federal, state, state and local income and payroll or employment taxes and Excise Tax incurred by ▇▇▇▇▇▇▇▇ Executive with respect to receipt of the Additional Amount. It is the intent of the parties that payment of the Additional Amount will compensate Executive such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto) and excise tax imposed upon the Additional Amount, Executive retains an amount of the Additional Amount equal to the excise tax (and any interest and penalties thereon) imposed upon the Separation Payments. (b) All determinations required to be made under this Section 106, including whether an Additional Amount Payment is required and the amount of any Additional Amount, shall be made by the Company prior Company's accounting firm or tax advisor, which shall provide detailed supporting calculations to the event triggering such determinationCompany and Executive. In computing taxes, the Company accounting firm or tax advisor shall use the highest marginal federal, state, state and local income tax rates applicable to ▇▇▇▇▇▇▇▇ Executive and shall assume the full deductibility of state and local income taxes for purposes of computing federal income tax liability, unless ▇▇▇▇▇▇▇▇ Executive demonstrates that he will not in fact be entitled to such a deduction for the year of payment. (c) The Additional Amount shall be paid to ▇▇▇▇▇▇▇▇ with the Separation Payments unless the Company at the same time as the payment of the Separation Payments determines that ▇▇▇▇▇▇▇▇ will not incur an Excise Tax on part or all of the Separation Payments. (d) The Additional Amount shall be subject to adjustment so soon as to avoid either an over- or underpayment of the Additional Amount to ▇▇▇▇▇▇▇▇practicable after determination, including but in any adjustment as may be necessary if additional liability (including interest and penalties) is assessed under Code Section 280G despite the contrary determination of the Company as event prior to the applicability of Section 280G date Executive is required to the Separation Payments. In the event the Internal Revenue Service or other taxing authority or a court determines that there has been an underpayment of the Excise Tax, the Company will, on ▇▇▇▇▇▇▇▇’ behalf, and at the Company’s cost, assume any challenge (or other response as the Company shall determine to be proper) to remit such assessment or imposition of additional liability and ▇▇▇▇▇▇▇▇ will assist and cooperate with the Company with respect to any such challenge or other response, provided that such challenge or other response is not likely to adversely affect ▇▇▇▇▇▇▇▇’ other tax positions. Should ▇▇▇▇▇▇▇▇ receive a refund of all or any portion of the Excise Tax previously paid, because the Excise Tax is determined to be less than the amount taken into account at the time the Additional Amount is paid, ▇▇▇▇▇▇▇▇ shall repay to the Company the portion of the Additional Amount paid in connection with such Excise Tax so refundedtaxes."]