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 Saia (the “Accounting Firm”), which shall provide detailed supporting calculations both to Saia and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by Saia. 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 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 Saia should have been made (“Underpayment”) consistent with the calculations required to be made hereunder. In the event that 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 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. 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 Saia Yellow (the “"Accounting Firm”"), which shall provide detailed supporting calculations both to Saia Yellow and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by SaiaYellow. 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 Saia 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 Saia Yellow should have been made (“"Underpayment”") consistent with the calculations required to be made hereunder. In the event that Saia 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 Saia Yellow 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. Saia 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 Saia (the “Accounting Firm”), which shall provide detailed supporting calculations both to Saia and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by Saia. 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 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 Saia should have been made (“Underpayment”) consistent with the calculations required to be made hereunder. In the event that 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 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. 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 Saia SCST (the “"Accounting Firm”"), which shall provide detailed supporting calculations both to Saia SCST and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by SaiaSCST. 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 Saia 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 Saia SCST should have been made (“"Underpayment”") consistent with the calculations required to be made hereunder. In the event that Saia 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 Saia SCST 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. Saia 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 Saia (the “Accounting Firm”), which shall provide detailed supporting calculations both to Saia and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by Saia. 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 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 Saia should have been made (“Underpayment”) consistent with the calculations required to be made hereunder. In the event that 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 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. 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 Saia (the “Accounting Firm”), which shall provide detailed supporting calculations both to Saia and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by Saia. 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 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 Saia should have been made (“Underpayment”) consistent with the calculations required to be made hereunder. In the event that 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 Saia to or for the benefit of Executive in the Executive, but in any event no later than the last day of the third calendar year immediately following the calendar year in which the Executive is required to remit the Excise TaxExecutive’s date of Termination occurs. 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 Saia SCST (the “Accounting Firm”), which shall provide detailed supporting calculations both to Saia SCST and the Executive within 15 business days of the date of Termination, if applicable, or such earlier time as is requested by SaiaSCST. 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 Saia 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 Saia SCST should have been made (“Underpayment”) consistent with the calculations required to be made hereunder. In the event that Saia 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 Saia SCST 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. Saia SCST shall promptly pay all expenses of the Accounting Firm pursuant to this Paragraph 6.