Common use of Determination by Accountant Clause in Contracts

Determination by Accountant. All mathematical determinations and all determinations of 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, including all determinations of whether a Gross-Up Payment is required, of the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section (collectively, the “Determination”), shall be made by an independent accounting firm acceptable to each of the parties hereto, or, if no firm is acceptable to both parties hereto, each of the Executive and the Company shall select an accounting firm acceptable to it, and such accounting firms shall together designate an independent accounting firm, provided, however, that any accounting firm so designated shall not have been previously retained by either party for a period of a least two (2) years subsequent to the applicable Termination Date. Any independent accounting firm selected by the Executive and the Company or designated pursuant to this Paragraph (b) shall be referred to herein as the “Accounting Firm”. Subject to Section 3.6(c) and Section 3.7, if a Gross-Up Payment is determined to be payable, it shall be paid by the Company to the Executive within five (5) days after such Determination is delivered to the Company. Subject to Section 3.6(c), any Determination by the Accounting Firm shall be binding upon the Company and Executive, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. All mathematical determinations and all determinations of 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, including all determinations of whether a Gross-Up Payment is required, of the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section (collectively, the “Determination”), shall be made by an independent accounting firm acceptable to each of the parties hereto, or, if no firm is acceptable to both parties hereto, each of the Executive and the Company shall select an accounting firm acceptable to it, and such accounting firms shall together designate an independent accounting firm, provided, however, that any accounting firm so designated shall not have been previously retained by either party for a period of a least two (2) years subsequent to the applicable Termination Date. Any independent accounting firm selected by the Executive and the Company or designated pursuant to this Paragraph (b) shall be referred to herein as the “Accounting Firm”. Subject to Section 3.6(c) and Section 3.7, if a Gross-Up Payment is determined to be payable, it shall be paid by the Company to the Executive within five (5) days after such Determination is delivered to the Company. , but in no event later than the end of the Executive’s taxable year next following the taxable year in which he remits the related taxes to the applicable taxing authority.. Subject to Section 3.6(c), any Determination by the Accounting Firm shall be binding upon the Company and Executive, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. All mathematical determinations and all determinations of 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, including all determinations of whether a Gross-Up Payment is required, of the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section (collectively, the “Determination”), shall be made by an independent accounting firm acceptable to each of the parties hereto, or, if no firm is acceptable to both parties hereto, each of the Executive and the Company shall select an accounting firm acceptable to it, and such accounting firms shall together designate an independent accounting firm, provided, however, that any accounting firm so designated shall not have been previously retained by either party for a period of a least two (2) years subsequent to the applicable Termination Date. Any independent accounting firm selected by the Executive and the Company or designated pursuant to this Paragraph (b) shall be referred to herein as the “Accounting Firm”. Subject to Section 3.6(c) and Section 3.7, if a Gross-Up Payment is determined to be payable, it shall be paid by the Company to the Executive within five (5) days after such Determination is delivered to the Company, but in no event later than the end of the Executive’s taxable year next following the taxable year in which he remits the related taxes to the applicable taxing authority. Subject to Section 3.6(c), any Determination by the Accounting Firm shall be binding upon the Company and Executive, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. All mathematical determinations and all determinations of 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, including all determinations of whether a Gross-Up Payment is required, of the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section (collectively, the “"Determination”"), shall be made by an independent accounting firm acceptable to each of the parties hereto, or, if no firm is acceptable to both parties hereto, each of the Executive and the Company shall select an accounting firm acceptable to it, and such accounting firms shall together designate an independent accounting firm, provided, however, that any accounting firm so designated shall not have been previously retained by either party for a period of a least two (2) years subsequent prior to the applicable Termination Date. Any independent accounting firm selected by the Executive and the Company or designated pursuant to this Paragraph (b) shall be referred to herein as the “"Accounting Firm”". Subject to Section 3.6(c) and Section 3.7, if If a Gross-Up Payment is determined to be payable, it shall be paid by the Company to the Executive within five (5) days after such Determination is delivered to the Company. Subject to Section 3.6(c), any Any Determination by the Accounting Firm shall be binding upon the Company and Executive, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.

Determination by Accountant. All mathematical determinations and all determinations of 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, including all determinations of whether a Gross-Up Payment is required, of the amount of such Gross-Up Payment and of amounts relevant to the last sentence of this Section (collectively, the “"Determination”"), shall be made by an independent accounting firm acceptable to each of the parties hereto, or, if no firm is acceptable to both parties hereto, each of the Executive and the Company shall select an accounting firm acceptable to it, and such accounting firms shall together designate an independent accounting firm, provided, however, that any accounting firm so designated shall not have been previously retained by either party for a period of a least two (2) years subsequent to the applicable Termination Date. Any independent accounting firm selected by the Executive and the Company or designated pursuant to this Paragraph (b) shall be referred to herein as the “"Accounting Firm”". Subject to Section 3.6(c) and Section 3.7, if a Gross-Up Payment is determined to be payable, it shall be paid by the Company to the Executive within five (5) days after such Determination is delivered to the Company. Subject to Section 3.6(c), any Determination by the Accounting Firm shall be binding upon the Company and Executive, absent manifest error. All of the costs and expenses of the Accounting Firm shall be borne by the Company.