Common use of Determination by Accountant Clause in Contracts

Determination by Accountant. All determinations required to be made under this Paragraph 6, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by an independent accounting firm retained by Yellow (the "Accounting Firm"), which shall provide detailed supporting calculations both to Yellow and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by Yellow. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon Yellow 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 hereunder, it is possible that Gross-Up Payments which will not have been made by Yellow should have been made ("Underpayment") consistent with the calculations required to be made hereunder. In the event that Yellow exhausts its remedies pursuant to subparagraph (c) of this Paragraph 6 and the 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 Yellow to or for the benefit of the Executive. Yellow shall promptly pay all expenses of the Accounting Firm pursuant to this Paragraph 6.

Determination by Accountant. All determinations required to be made under this Paragraph 6, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by an independent accounting firm retained by Yellow Saia (the "“Accounting Firm"”), which shall provide detailed supporting calculations both to Yellow Saia and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by YellowSaia. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon Yellow Saia 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 hereunder, it is possible that Gross-Up Payments which will not have been made by Yellow Saia should have been made ("“Underpayment"”) consistent with the calculations required to be made hereunder. In the event that Yellow Saia exhausts its remedies pursuant to subparagraph (c) of this Paragraph 6 and the 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 Yellow Saia to or for the benefit of the Executive, but in any event no later than the last day of the calendar year following the calendar year in which the Executive is required to remit the Excise Tax. Yellow Saia shall promptly pay all expenses of the Accounting Firm pursuant to this Paragraph 6.

Determination by Accountant. All determinations required to be made under this Paragraph 6, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by an independent accounting firm retained by Yellow SCST (the "Accounting Firm"), which shall provide detailed supporting calculations both to Yellow SCST and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by YellowSCST. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon Yellow SCST 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 hereunder, it is possible that Gross-Up Payments which will not have been made by Yellow SCST should have been made ("Underpayment") consistent with the calculations required to be made hereunder. In the event that Yellow SCST exhausts its remedies pursuant to subparagraph (c) of this Paragraph 6 and the 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 Yellow SCST to or for the benefit of the Executive. Yellow SCST shall promptly pay all expenses of the Accounting Firm pursuant to this Paragraph 6.

Determination by Accountant. All determinations required to be made under this Paragraph 6, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by an independent accounting firm retained by Yellow Saia (the "“Accounting Firm"”), which shall provide detailed supporting calculations both to Yellow Saia and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by YellowSaia. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that he she has substantial authority not to report any Excise Tax on his her federal income tax return. Any determination by the Accounting Firm shall be binding upon Yellow Saia 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 hereunder, it is possible that Gross-Up Payments which will not have been made by Yellow Saia should have been made ("“Underpayment"”) consistent with the calculations required to be made hereunder. In the event that Yellow Saia exhausts its remedies pursuant to subparagraph (c) of this Paragraph 6 and the 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 Yellow Saia to or for the benefit of the Executive, but in any event no later than the last day of the calendar year following the calendar year in which the Executive is required to remit the Excise Tax. Yellow Saia shall promptly pay all expenses of the Accounting Firm pursuant to this Paragraph 6.

Determination by Accountant. All determinations required to be made under this Paragraph 6, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by an independent accounting firm retained by Yellow Saia (the "“Accounting Firm"”), which shall provide detailed supporting calculations both to Yellow Saia and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by YellowSaia. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon Yellow Saia 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 hereunder, it is possible that Gross-Up Payments which will not have been made by Yellow Saia should have been made ("“Underpayment"”) consistent with the calculations required to be made hereunder. In the event that Yellow Saia exhausts its remedies pursuant to subparagraph (c) of this Paragraph 6 and the 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 Yellow Saia to or for the benefit of the Executive. Yellow Saia shall promptly pay all expenses of the Accounting Firm pursuant to this Paragraph 6.

Determination by Accountant. All determinations required to be made under this Paragraph 6, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by an independent accounting firm retained by Yellow Saia (the "“Accounting Firm"”), which shall provide detailed supporting calculations both to Yellow Saia and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by YellowSaia. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon Yellow Saia 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 hereunder, it is possible that Gross-Up Payments which will not have been made by Yellow Saia should have been made ("“Underpayment"”) consistent with the calculations required to be made hereunder. In the event that Yellow Saia exhausts its remedies pursuant to subparagraph (c) of this Paragraph 6 and the 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 Yellow Saia to or for the benefit of Executive in the third calendar year immediately following the calendar year in which the Executive’s date of Termination occurs. Yellow Saia shall promptly pay all expenses of the Accounting Firm pursuant to this Paragraph 6.

Determination by Accountant. All determinations required to be made under this Paragraph 6Article 5, 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 retained by Yellow AMRESCO on the date of the Termination Date or Change of Control (the "Accounting Firm"), which shall provide detailed supporting calculations both to Yellow AMRESCO and the Executive such Eligible Employee within 15 fifteen (15) business days of the date Termination Date or Change of TerminationControl, if applicable, or such earlier time as is if requested by YellowAMRESCO. If the Accounting Firm determines that no Excise Tax is payable by the Executivesuch Eligible Employee, it shall furnish the Executive such Eligible Employee with an opinion that he or she has substantial authority not to report any Excise Tax on his or her federal income tax return. Any determination by the Accounting Firm shall be binding upon Yellow AMRESCO and the Executivesuch Eligible Employee. 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 hereunder, it is possible that Gross-Up Payments which will not have been made by Yellow AMRESCO should have been made ("Underpayment") ), consistent with the calculations required to be made hereunder. In the event that Yellow AMRESCO exhausts its remedies pursuant to subparagraph (c) of this Paragraph 6 Section 5.3 and the Executive such Eligible Employee 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 Yellow AMRESCO to or for the benefit of the Executive. Yellow shall promptly pay all expenses of the Accounting Firm pursuant to this Paragraph 6such Eligible Employee.

Determination by Accountant. All determinations required to be made under this Paragraph 6, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by an independent accounting firm retained by Yellow SCST (the "“Accounting Firm"”), which shall provide detailed supporting calculations both to Yellow SCST and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by YellowSCST. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon Yellow SCST 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 hereunder, it is possible that Gross-Up Payments which will not have been made by Yellow SCST should have been made ("“Underpayment"”) consistent with the calculations required to be made hereunder. In the event that Yellow SCST exhausts its remedies pursuant to subparagraph (c) of this Paragraph 6 and the 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 Yellow SCST to or for the benefit of the Executive. Yellow SCST shall promptly pay all expenses of the Accounting Firm pursuant to this Paragraph 6.

Determination by Accountant. All determinations required to be made under this Paragraph 6Article 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 retained by Yellow the Company on the date of the Change in Control (the "“Accounting Firm"”), which shall provide detailed supporting calculations both to Yellow the Company and the Executive within 15 fifteen (15) business days of the date Date of TerminationTermination , if applicable, or such earlier time as is requested by Yellowthe Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon Yellow 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 hereunder, it is possible that Gross-Up Payments which will not have been made by Yellow the Company should have been made ("“Underpayment") ”), consistent with the calculations required to be made hereunder. In the event that Yellow the Company exhausts its remedies pursuant to subparagraph (c) of this Paragraph 6 Section 4.4 and the 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 Yellow the Company to or for the benefit of the Executive. Yellow Notwithstanding the foregoing provisions of this Section 4.3, in no event shall promptly pay all expenses such Underpayment be paid to Executive later than the end of the Accounting Firm pursuant calendar year next following the calendar year in which Executive remits the related taxes to this Paragraph 6the Internal Revenue Service.