Determination. The Company agrees that Indemnitee shall be indemnified to the fullest extent permitted by law and that no Determination shall be required in connection with such indemnification unless specifically required by applicable law which cannot be waived. In no event shall a Determination be required in connection with indemnification for Expenses pursuant to Section 7 of this Agreement or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within twenty (20) days after receipt of Indemnitee’s written request for indemnification pursuant to Section 9(c)(ii) and such Determination shall be made either (i) by the Disinterested Directors (as hereinafter defined), even though less than a quorum, so long as Indemnitee does not request that such Determination be made by Independent Counsel (as hereinafter defined), or (ii) if so requested by Indemnitee, in Indemnitee’s sole discretion, by Independent Counsel in a written opinion to the Company and Indemnitee. If a Determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within five (5) business days after such Determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such Determination. Any Expenses incurred by Indemnitee in so cooperating with the Disinterested Directors or Independent Counsel, as the case may be, making such determination shall be advanced and borne by the Company (irrespective of the Determination as to Indemnitee’s entitlement to indemnification) and the Company is liable to indemnify and hold Indemnitee harmless therefrom. If the person, persons or entity empowered or selected under Section 9(d) of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within twenty (20) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemni...
Determination. Per state and federal law, the Employer will determine whether a position is overtime- eligible or overtime-exempt. If there is a change in the overtime eligibility designation for an employee’s position, the Employer will provide the employee with written notification of the change.
Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows:
(i) If no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company.
(ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.
Determination references to “determination” of or by the Administrative Agent or the Banks shall be deemed to include good-faith estimates by the Administrative Agent or the Banks (in the case of quantitative determinations) and good-faith beliefs by the Administrative Agent or the Banks (in the case of qualitative determinations) and such determination shall be conclusive absent manifest error;
Determination. “Fair Market Value” of a specific Company asset will mean the amount which the Company would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 14.02, the liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.
Determination. Subject to the provisions of paragraph 4.5.2 all determinations required to be made under this paragraph 4.5 (including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized) will be made by a nationally recognized certified public accounting firm designated by the Executive (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be paid by the Company. Any Gross-Up Payment required to be paid under this paragraph 4.5 will be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will be binding on the Company and the Executive. 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, the Gross-Up Payment made by the Company may be less than actually required (an “Underpayment”) consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive.
Determination references to “determination” of or by the Agent or the Lenders shall be deemed to include good-faith estimates by the Agent or the Lenders (in the case of quantitative determinations) and good-faith beliefs by the Agent or the Lenders (in the case of qualitative determinations) and such determination shall be conclusive absent manifest error;
Determination. (a) On or before each Current Issuer Note Determination Date immediately preceding a Payment Date, the Current Issuer Cash Manager shall determine each of the following in accordance with this paragraph 1:
(i) the amount of any Current Issuer Available Revenue Receipts to be applied on the following Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments set forth in paragraph 3 of this Schedule 2;
(ii) the amount of any Current Issuer Available Principal Receipts to be applied on the following Payment Date in accordance with the Current Issuer Pre-Enforcement Principal Priority of Payments set forth in paragraph 4 of this Schedule 2;
(iii) whether there will be an excess or a deficit of the Current Issuer Available Revenue Receipts to pay items (A) through (P) of the Current Issuer Pre-Enforcement Revenue Priority of Payments (after taking account of any Group 1 Shared Issuer Revenue Receipts or Group 2 Shared Issuer Revenue Receipts available therefor) as set forth in paragraph 3 of this Schedule 2;
(iv) the various amounts, balances and rates to be calculated in accordance with the Current Issuer Swap Agreements, and shall promptly notify the Current Issuer, the Note Trustee and each Calculation Agent (as defined in each Current Issuer Swap Agreement) of such amounts, balances and rates; and
(v) the Principal Amount Outstanding of the Current Issuer Notes, the Pool Factor, and the Note Principal Payment of the Current Issuer Notes in accordance with the Conditions.
(b) If the Current Issuer Cash Manager determines (as set forth in paragraph 1(a)(iii)) that there is a Current Issuer Income Deficit and the Current Issuer has provided for that deficit by the application of funds standing to the credit of the Current Issuer Principal Ledger, if any, then the Current Issuer Cash Manager shall make a corresponding debit entry in the relevant Current Issuer Principal Deficiency Sub Ledger, PROVIDED THAT the Current Issuer Cash Manager shall ensure that Current Issuer Principal Receipts are not used to pay interest on any class of Current Issuer Notes if and to the extent that would result in a deficiency being recorded, or an existing deficiency being increased, on a Current Issuer Principal Deficiency Sub Ledger relating to a higher ranking Class of Current Issuer Notes, and furthermore that Current Issuer Principal Receipts are not used to make up any deficit other than in respect of items (A) through (E), (G), (I) and...
Determination. The Employer shall determine whether a position is overtime-eligible or overtime- exempt in accordance with federal and state law. With regard to law enforcement positions, the Employer shall determine if an overtime-eligible position has an extended work period. When the Employer determines that an overtime-eligible position is overtime-exempt, the employee will be notified in writing of the determination.
Determination. The Employer will determine, based on the Fair Labor Standards Act, whether a position is overtime-eligible or overtime-exempt. The employee and Association will be notified if a change in overtime-eligible status is made to a position. The current overtime-eligible or overtime-exempt status will be maintained, so long as that status is in compliance with the state and federal law.
