Common use of Determination by Accounting Firm Clause in Contracts

Determination by Accounting Firm. Subject to the provisions of Section 7.3 below, all determinations required to be made under this Section 7, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's independent auditors or such other certified public accounting firm reasonably acceptable to Executive as may be designated by the Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive. Any Gross-Up Payment, as determined pursuant to this Section 7, shall be paid by the Company to Executive not later than the due date for the payment of any Excise Tax. Any determination by the Accounting Firm shall be binding upon the Company and 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 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 7.3 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 Executive's benefit.

Determination by Accounting Firm. Subject to the provisions of Section 7.3 7(c)(ii) below, all determinations required to be made under this Section 77(c), including whether and when a Gross-Up up Payment is required and required, the amount of such the Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's ’s independent auditors or such other certified public accounting firm reasonably acceptable to Executive as may be designated by the Company (the "“Accounting Firm") which ”). The Accounting Firm shall provide detailed calculations supporting calculations both the Gross-up Payment to the Company and Executive. All fees and expenses of the Accounting Firm shall be paid solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 77(c), shall be paid by the Company to Executive not later than the due date for the payment of any Excise Tax. Any determination by the Accounting Firm shall be binding upon the Company and 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 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 7.3 7(c)(ii) 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 Executive's ’s benefit.

Determination by Accounting Firm. Subject to the provisions of Section 7.3 7(c)(ii) below, all determinations required to be made under this Section 77(c), including whether and when a Gross-Up up Payment is required and required, the amount of such the Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's independent auditors or such other certified public accounting firm reasonably acceptable to Executive as may be designated by the Company (the "Accounting Firm") which ). The Accounting Firm shall provide detailed calculations supporting calculations both the Gross-up Payment to the Company and Executive. All fees and expenses of the Accounting Firm shall be paid solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 77(c), shall be paid by the Company to Executive not later than the due date for the payment of any Excise Tax. Any determination by the Accounting Firm shall be binding upon the Company and 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 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 7.3 7(c)(ii) 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 Executive's benefit.

Determination by Accounting Firm. Subject to the provisions of Section 7.3 24(c) below, all determinations required to be made under this Section 724, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's independent auditors or such other certified public accounting firm reasonably acceptable to Executive Employee as may be designated by the Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and ExecutiveEmployee. Any Gross-Up Payment, as determined pursuant to this Section 724, shall be paid by the Company to Executive Employee not later than the due date for the payment of any Excise Tax. Any determination by the Accounting Firm shall be binding upon the Company and ExecutiveEmployee. 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 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 7.3 24(c) and Executive 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 the Company to or for ExecutiveEmployee's benefit.

Determination by Accounting Firm. Subject to the provisions of Section 7.3 4.3 below, all determinations required to be made under this Section 74, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's independent auditors or such other certified public accounting firm reasonably acceptable to Executive you as may be designated by the Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executiveyou. Any Gross-Up Payment, as determined pursuant to this Section 74, shall be paid by the Company to Executive you not later than the due date for the payment of any Excise Tax. Any determination by the Accounting Firm shall be binding upon the Company and Executiveyou. 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 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 7.3 4.3 and Executive you thereafter is are 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 Executive's your benefit.

Determination by Accounting Firm. Subject to the provisions of Section 7.3 4.3 below, all determinations required to be made under this Section 74, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's ’s independent auditors or such other certified public accounting firm reasonably acceptable to Executive you as may be designated by the Company (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company and Executiveyou. Any Gross-Up Payment, as determined pursuant to this Section 74, shall be paid by the Company to Executive not you as soon as practicable following the date on which you provide the Company evidence of payment of the taxes covered by the Gross-Up Payment, but no later than the due date for end of your taxable year following the payment end of any Excise Taxyour taxable year in which you remit such taxes. Any determination by the Accounting Firm shall be binding upon the Company and Executiveyou. 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 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 7.3 4.3 and Executive you thereafter is are 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 Executive's your benefit.

Determination by Accounting Firm. Subject to the provisions of Section 7.3 4.3 below, all determinations required to be made under this Section 74, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's independent auditors or such other certified public accounting firm reasonably acceptable to Executive you as may be designated by the Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executiveyou. Any Gross-Up Payment, as determined pursuant to this Section 74, shall be paid by the Company to Executive not you as soon as practicable following the date on which you provide the Company evidence of payment of the taxes covered by the Gross-Up Payment, but no later than the due date for end of your taxable year following the payment end of any Excise Taxyour taxable year in which you remit such taxes. Any determination by the Accounting Firm shall be binding upon the Company and Executiveyou. 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 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 7.3 4.3 and Executive you thereafter is are 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 Executive's your benefit.

Determination by Accounting Firm. Subject to the provisions of Section 7.3 4.3 below, all determinations required to be made under this Section 74, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's ’s independent auditors or such other certified public accounting firm reasonably acceptable to Executive MWW as may be designated by the Company (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company and ExecutiveMWW. Any Gross-Up Payment, as determined pursuant to this Section 74, shall be paid by the Company to Executive not MWW as soon as practicable following the date on which MWW provides the Company evidence of payment of the taxes covered by the Gross-Up Payment, but no later than the due date for end of the payment taxable year following the end of any Excise TaxMWW’s taxable year in which MWW remits such taxes. Any determination by the Accounting Firm shall be binding upon the Company and ExecutiveMWW. 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 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 7.3 4.3 and Executive MWW is 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 Executive's MWW’s benefit.

Determination by Accounting Firm. Subject to the provisions of Section 7.3 6(c) below, all determinations required to be made under this Section 76, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the CompanyBank's independent auditors or such other certified public accounting firm reasonably acceptable to Executive as may be designated by the Company Bank's (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company Bank and Executive. All fees and expenses of the Accounting Firm shall be paid solely by the Bank. Any Gross-Up Payment, as determined pursuant to this Section 76, shall be paid by the Company Bank to Executive not no later than the due date for the payment of any Excise Tax. Any determination by the Accounting Firm shall be binding upon the Company Bank and 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 the Company Bank should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company Bank exhausts its remedies pursuant to Section 7.3 6(c) and Executive is 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 The Bank to Executive or for Executive's benefit.

Determination by Accounting Firm. Subject to the provisions of Section 7.3 4.3 below, all determinations required to be made under this Section 74, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's independent auditors or such other certified public accounting firm reasonably acceptable to Executive you as may be designated by the Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executiveyou. Any Gross-Up Payment, as determined pursuant to this Section 74, shall be paid by the Company to Executive not you as soon as practicable following the date on which you provide the Company evidence of payment of the taxes covered by the Gross-Up Payment, but no later than the due date for end of your taxable year following the payment end of any Excise Tax. your taxable year in which you remit such taxes Any determination by the Accounting Firm shall be binding upon the Company and Executiveyou. 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 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 7.3 4.3 and Executive you thereafter is are 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 Executive's your benefit.

Determination by Accounting Firm. Subject to the provisions of Section 7.3 9(c)(iii) below, all determinations required to be made under this Section 79(c), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's ’s independent auditors or such other certified public accounting firm reasonably acceptable to Executive as may be designated by the Company (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company and Executive. All fees and expenses of the Accounting Firm shall be paid solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 79(c), shall be paid by the Company to Executive not later than the due date for the payment of any Excise Tax. Any determination by the Accounting Firm shall be binding upon the Company and 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 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 7.3 9(c)(iii) 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 Executive's ’s benefit.