Common use of Determination by Accountant Clause in Contracts

Determination by Accountant. All determinations and calculations required to be made under this Section 10 shall be made by an independent accounting firm selected by the Executive from among the largest four (4) 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 and Gen-Probe within five (5) days after the Executive or Gen-Probe made a request (if the 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 Executive, it shall furnish the Executive with a written statement that it has concluded that no Excise Tax is payable (including the reasons therefor) and that the 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 Executive within five (5) days after the Determination has been delivered to him or Gen-Probe. Any determination by the Accounting Firm shall be binding upon Gen-Probe and the Executive, absent manifest error.

Determination by Accountant. All determinations and calculations required to be made under this Section 10 8 shall be made by an independent accounting firm selected by the Executive Gen-Probe from among the largest four (4) 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 and Gen-Probe within five (5) days after the Executive or Gen-Probe made a request (if the 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 Executive, it shall furnish the Executive with a written statement that it has concluded that no Excise Tax is payable (including the reasons therefor) and that the 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 Executive within five (5) days after the Determination has been delivered to him or Gen-Probe. Any determination by the Accounting Firm shall be binding upon Gen-Probe and the Executive, absent manifest error.

Determination by Accountant. All determinations and calculations required to be made under this Section 10 17 shall be made by an independent accounting firm selected by the Executive from among the largest four (4) 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 and Gen-Probe the Company within five (5) business days after the Executive or Gen-Probe the Company made a request (if the 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 Executive, it shall furnish the Executive with a written statement that it has concluded that no Excise Tax is payable (including the reasons therefor) and that the 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 Executive within five (5) business days after the Determination has been delivered to him or Gen-Probethe Company. Any determination by the Accounting Firm shall be binding upon Gen-Probe the Company and the Executive, absent manifest error.

Determination by Accountant. All determinations and calculations required to be made under this Section 10 Agreement shall be made by an independent accounting firm selected by the Executive from among the largest four (4) 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 and Gen-Probe the Company within five (5) days after the Executive or Gen-Probe the Company made a request (if the 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 Executive, it shall furnish the Executive with a written statement that it has concluded that no Excise Tax is payable (including the reasons therefor) and that the 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 Executive within five (5) days after the Determination has been delivered to him or Gen-Probethe Company. Any determination by the Accounting Firm shall be binding upon Gen-Probe the Company and the Executive, absent manifest error.