Common use of Acknowledgement; Determination by Accounting Firm Clause in Contracts

Acknowledgement; Determination by Accounting Firm. The Company and the Executive acknowledge that, following a Change in Ownership or Control, one or more payments or distributions to be made by the Company or an affiliated entity to or for the benefit of the Executive under this Employment Agreement or the Change in Control Agreement (including, without limitation, the issuance of common shares of the Company; the granting or vesting of restricted shares; and the granting, vesting, exercise or termination of options) (a “Payment”) may be determined to be an “excess parachute payment” that is not deductible by the Company or its affiliated entity for Federal income tax purposes and with respect to which the Executive will be subject to an excise tax because of Sections 280G and 4999, respectively, of the Internal Revenue Code. If a Change in Ownership or Control occurs, either the Executive or the Company may direct the Accounting Firm, which, subject to any inconsistent position asserted by the Internal Revenue Service, will make all determinations required to be made under this Section A.1, to determine whether any Payment will be an excess parachute payment and to communicate its determination, together with detailed supporting calculations, to the Company and to the Executive within 30 days after its receipt of the direction from the Executive or the Company, as the case may be. The Company and the Executive will cooperate with each other and the Accounting Firm and will provide necessary information so that the Accounting Firm may make all such determinations.

Acknowledgement; Determination by Accounting Firm. The Company Employer and the Executive acknowledge that, following a Change in Ownership or Control, one or more payments or distributions to be made by the Company Employer or an affiliated entity to or for the benefit of the Executive under this Employment Agreement or the Change in Control Executive’s Amended and Restated Employment Agreement (including, without limitation, the issuance of common shares of the CompanyEmployer; the granting or vesting of restricted shares; and the granting, vesting, exercise or termination of options) (a “Payment”) may be determined to be an “excess parachute payment” that is not deductible by the Company Employer or its affiliated entity for Federal income tax purposes and with respect to which the Executive will be subject to an excise tax because of Sections 280G and 4999, respectively, of the Internal Revenue Code. If a Change in Ownership or Control occurs, either the Executive or the Company Employer may direct the Accounting Firm, which, subject to any inconsistent position asserted by the Internal Revenue Service, will make all determinations required to be made under this Section A.1, to determine whether any Payment will be an excess parachute payment and to communicate its determination, together with detailed supporting calculations, to the Company Employer and to the Executive within 30 days after its receipt of the direction from the Executive or the CompanyEmployer, as the case may be. The Company Employer and the Executive will cooperate with each other and the Accounting Firm and will provide necessary information so that the Accounting Firm may make all such determinations.

Acknowledgement; Determination by Accounting Firm. The Company Employer and the Executive acknowledge that, following a Change in Ownership or Control, one or more payments or distributions to be made by the Company Employer or an affiliated entity to or for the benefit of the Executive under this Employment Agreement or the Change in Control Agreement Executive’s [[Amended and Restated] Employment Agreement/employment] (including, without limitation, the issuance of common shares of the CompanyEmployer; the granting or vesting of restricted shares; and the granting, vesting, exercise or termination of options) (a “Payment”) may be determined to be an “excess parachute payment” that is not deductible by the Company Employer or its affiliated entity for Federal income tax purposes and with respect to which the Executive will be subject to an excise tax because of Sections 280G and 4999, respectively, of the Internal Revenue Code. If a Change in Ownership or Control occurs, either the Executive or the Company Employer may direct the Accounting Firm, which, subject to any inconsistent position asserted by the Internal Revenue Service, will make all determinations required to be made under this Section A.1, to determine whether any Payment will be an excess parachute payment and to communicate its determination, together with detailed supporting calculations, to the Company Employer and to the Executive within 30 days after its receipt of the direction from the Executive or the CompanyEmployer, as the case may be. The Company Employer and the Executive will cooperate with each other and the Accounting Firm and will provide necessary information so that the Accounting Firm may make all such determinations.

Acknowledgement; Determination by Accounting Firm. The Company DDR and the Executive Wolstein acknowledge that, following a Change in Ownership or Control, one or more payments or distributions to be made by the Company DDR or an affiliated entity to or for the benefit of Wolstein pursuant to the Executive under terms of this Employment Agreement or the Change in Control Agreement (including, without limitation, the issuance of common shares of the Company; the granting or vesting of restricted shares; and the granting, vesting, exercise or termination of options) (a “Payment”) may be determined to be an “excess parachute payment” that is not deductible by the Company DDR or its affiliated entity for Federal income tax purposes and with respect to which the Executive Wolstein will be subject to an excise tax because of Sections 280G and 4999, respectively, of the Internal Revenue Code. If a Change in Ownership or Control occurs, either the Executive Wolstein or the Company DDR may direct the Accounting Firm, which, subject to any inconsistent position asserted by the Internal Revenue Service, will make all determinations required to be made under this Section A.115, to determine whether any Payment will be an excess parachute payment and to communicate its determination, together with detailed supporting calculations, to the Company DDR and to the Executive Wolstein within 30 days after its receipt of the direction from the Executive Wolstein or the CompanyDDR, as the case may be. The Company DDR and the Executive Wolstein will cooperate with each other and the Accounting Firm and will provide necessary information so that the Accounting Firm may make all such determinations.

Acknowledgement; Determination by Accounting Firm. The Company DDR and the Executive Xxxxxxx acknowledge that, following a Change in Ownership or Control, one or more payments or distributions to be made by the Company DDR or an affiliated entity to or for the benefit of Xxxxxxx pursuant to the Executive under terms of this Employment Agreement or the Change in Control Agreement (including, without limitation, the issuance of common shares of the Company; the granting or vesting of restricted shares; and the granting, vesting, exercise or termination of options) (a “Payment”) may be determined to be an “excess parachute payment” that is not deductible by the Company DDR or its affiliated entity for Federal income tax purposes and with respect to which the Executive Xxxxxxx will be subject to an excise tax because of Sections 280G and 4999, respectively, of the Internal Revenue Code. If a Change in Ownership or Control occurs, either the Executive Xxxxxxx or the Company DDR may direct the Accounting Firm, which, subject to any inconsistent position asserted by the Internal Revenue Service, will make all determinations required to be made under this Section A.113, to determine whether any Payment will be an excess parachute payment and to communicate its determination, together with detailed supporting calculations, to the Company DDR and to the Executive Xxxxxxx within 30 days after its receipt of the direction from the Executive Xxxxxxx or the CompanyDDR, as the case may be. The Company DDR and the Executive Xxxxxxx will cooperate with each other and the Accounting Firm and will provide necessary information so that the Accounting Firm may make all such determinations.