Common use of Determination by Accountant Clause in Contracts

Determination by Accountant. All determinations and calculations required to be made under this Section 4 shall be made by an independent accounting firm selected by the Employee from among the largest five accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, to the Employee and the Company within five business days after the Employee or the Company made a request (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written statement that it has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within five business days after the Determination has been delivered to him or the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Employee, absent manifest error.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 5 shall be made by an independent accounting firm selected by the Employee from among the largest five four accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, to the Employee and the Company within five business days after the Employee or the Company made a request (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written statement that it has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within five business days after the Determination has been delivered to him or the Company. Any determination Determination by the Accounting Firm shall be binding upon the Company and the Employee, absent manifest error.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 9 shall be made by an independent accounting firm selected by the Employee Executive from among the largest five four accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm , which shall provide its determination (the “"Determination”"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Employee Company and the Company Executive within five business days after of the Employee termination of the Executive's employment, if applicable, or such earlier time as is requested by the Company or the Company made a request Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive with a written statement that it such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his the Executive's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within five business days after the Determination has been is delivered to him the Company or the CompanyExecutive. Any determination by the Accounting Firm shall be binding upon the Company and the Employee, absent manifest errorExecutive.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 12 shall be made by an independent accounting firm selected by the Employee from among the largest five six accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm , which shall provide its determination (the “"Determination”"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Employee Company and the Company Employee within five business days after of the termination of the Employee's employment, if applicable, or such earlier time as is requested by the Company or the Employee or the Company made a request (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written statement that it such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his the Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within five business days after the Determination has been is delivered to him the Company or the CompanyEmployee. Any determination by the Accounting Firm shall be binding upon the Company and the Employee, absent manifest error.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 9 shall be made by an independent accounting firm selected by the Employee from among the largest five accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, to the Employee and the Company within five business days after the Employee or the Company made a request (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written statement that it has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within five business days after the Determination has been delivered to him or the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Employee, absent manifest error. The Company shall pay the fees and expenses of the Accounting Firm.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 Exhibit B shall be made by an independent accounting firm selected by the Employee Executive from among the largest five accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm , which shall provide its determination (the “"Determination”"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Employee Company and the Company Executive within five business days after of the Employee termination of the Executive's employment, if applicable, or such earlier time has is requested by the Company or the Company made a request Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive with a written statement that it such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his the Executive's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive within five business days after the Determination has been is delivered to him or the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Employee, absent manifest error.or the

Determination by Accountant. All determinations and calculations required to be made under this Section 4 11 shall be made by an independent accounting firm selected by the Employee from among the largest five accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, to the Employee and the Company within five business days after the Employee or the Company made a request (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written statement that it has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within five business days after the Determination has been delivered to him or the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Employee, absent manifest error.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 8 shall be made by an independent accounting firm selected by the Employee from among the largest five ten accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, to the Employee and the Company within five business days after the Employee or the Company made a request (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written statement that it has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within five business days after the Determination has been delivered to him or the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Employee, absent manifest error.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 shall be made by an independent accounting firm selected by the Employee from among the largest five accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, to the Employee and the Company within five 10 business days after the Employee or the Company made a request (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written statement that it has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within five business days after the Determination has been delivered to him or the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Employee, absent manifest error. The Company shall pay the fees and expenses of the Accounting Firm.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 9 shall be made by an independent accounting firm selected by the Employee from among the largest five six accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm , which shall provide its determination (the “"Determination”"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Employee company and the Company Employee within five business days after of the termination of the Employee's employment, if applicable, or such earlier time as is requested by the Company or the Employee or the Company made a request (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written statement that it such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his the Employee's federal income tax return. If a Grossgross-Up Payment payment is determined to be payable, it shall be paid to the Employee within five business days after the Determination has been is delivered to him the Company or the CompanyEmployee. Any determination by the Accounting Firm shall be binding upon the Company and the Employee, absent manifest error.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 9 shall be made by an independent accounting firm selected by the Employee from among the largest five six accounting firms in the United States (the “Accounting Firm”). The Accounting Firm , which shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Employee company and the Company Employee within five business days after of the termination of the Employee’s employment, if applicable, or such earlier time as is requested by the Company or the Employee or the Company made a request (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written statement that it such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his the Employee’s federal income tax return. If a Grossgross-Up Payment payment is determined to be payable, it shall be paid to the Employee within five business days after the Determination has been is delivered to him the Company or the CompanyEmployee. Any determination by the Accounting Firm shall be binding upon Upon the Company and the Employee, absent manifest error.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 Exhibit B shall be made by an independent accounting firm selected by the Employee Executive from among the largest five accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm , which shall provide its determination (the “"Determination”"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Employee Company and the Company Executive within five business days after of the Employee termination of the Executive's employment, if applicable, or such earlier time as is requested by the Company or the Company made a request Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive with a written statement that it such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his the Executive's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee Executive Xxxxx Xxxxxx Employment Agreement within five business days after the Determination has been is delivered to him the Company or the CompanyExecutive. Any determination by the Accounting Firm Xxxx shall be binding upon the Company and the EmployeeExecutive, absent manifest error. The Company shall pay the fees and costs of the Accounting Firm.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 4, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by an the independent accounting firm selected retained by the Employee from among Company on the largest five accounting firms date of Change in the United States Control (the “"Accounting Firm”"). The Accounting Firm , which shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Employee Company and the Company Executive within five fifteen (15) business days after the Employee or the Company made a request (if the Employee reasonably believes that any of the Total Payments may be subject to Termination Date, if applicable, or such earlier time as is requested by the Excise Tax)Company. If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish the Employee Executive with a written statement an opinion that it has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee he has substantial authority not to report any Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within five business days after the Determination has been delivered to him or the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the Employeeuncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, absent manifest errorit is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4.4 and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 10 shall be made by an independent accounting firm selected by the Employee from among the largest five accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, to the Employee and the Company within five business days after the Employee or the Company made a request (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written statement that it has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within five business days after the Determination has been delivered to him or the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Employee, absent manifest error.

Determination by Accountant. All mathematical determinations, and all determinations and calculations as to whether any of the Total Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made under this Section 4 10(b)(ii), including determinations as to whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by an independent accounting firm selected by the Employee Executive from among the four (4) largest five accounting firms in the United States (the “Accounting Firm”), subject to the limitation of Section 10(b)(iv). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Employee Company and Executive by no later than ten (10) days following the date of Executive’s termination of employment, if applicable, or such earlier time as is requested by the Company within five business days after the Employee or the Company made a request Executive (if the Employee Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the EmployeeExecutive, it shall furnish Executive and the Employee Company with a written statement that it such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee Executive has substantial authority not to report any Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within five business days after the Determination has been delivered to him or the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Employee, absent manifest error6.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 5.4 shall be made by an independent accounting firm selected by the Executive Employee from among the largest five accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, to the Executive Employee and the Company within five ten (10) business days after the Executive Employee or the Company made a the request (if the Executive Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Executive Employee, it shall furnish the Executive Employee with a written statement that it has concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive Employee has substantial authority not to report any Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Executive Employee within five ten (10) business days after the Determination has been delivered to him or the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive Employee, absent manifest error.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 7 shall be made by an independent accounting firm selected by the Employee from among the largest five accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm , which shall provide its determination (the “"Determination”"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Employee Company and the Company Employee within five business days after of the termination of the Employee's employment, if applicable, or such earlier time as is requested by the Company or the Employee or the Company made a request (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written statement that it such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his the Employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within five business days after the Determination has been is delivered to him the Company or the CompanyEmployee. Any determination by the Accounting Firm shall be binding upon the Company and the Employee, absent manifest error. The Company shall pay the fees and costs of the Accounting Firm.

Determination by Accountant. All determinations and calculations required to be made under this Section 4 Exhibit B shall be made by an independent accounting firm selected by the Employee employee from among the largest five accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm , which shall provide its determination (the “"Determination”"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Employee Company and the Company employee within five business days after of the Employee termination of the employee's employment, if applicable, or such earlier time as is requested by the Company or the Company made a request employee (if the Employee employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employeeemployee, it shall furnish the Employee employee with a written statement that it such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee employee has substantial authority not to report any Excise Tax on his the employee's federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee employee within five business days after the Determination has been is delivered to him the Company or the Companyemployee. Any determination by the Accounting Firm shall be binding upon the Company and the Employeeemployee, absent manifest error. The Company shall pay the fees and costs of the Accounting Firm.