Common use of Determination by Auditors Clause in Contracts

Determination by Auditors. 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 3, shall be made by the independent auditors retained by the Company most recently prior to the Change in Control (the “Auditors”), who shall provide their determination (the “Determination”), together with detailed supporting calculations regarding the amount of any relevant matters, both to the Company and to the Executive within thirty (30) days of the Payment Date, if applicable, or such earlier time as is requested by the Company or by the Executive. If the Auditors determine that no Excise Tax is payable and that no Excise Tax restoration payment is required, the Auditors shall furnish the Executive with a written statement that such Auditors have concluded that no Excise Tax is payable (including the reasons therefore) and that the Executive has substantial authority not to report any Excise Tax on the Executive’s federal income tax return. Any determination by the Auditors shall be binding upon the Company and the Executive, absent manifest error. The Company shall pay the fees and costs of the Auditors.

Determination by Auditors. All mathematical determinations and all determinations of whether any of the Total Payments are “parachute payments” (within the meaning of Section section 280G of the Code) that are required to be made under this Section 3, shall be made by the independent auditors retained by the Company most recently prior to the Change in Control Corporate Transaction (the “Auditors”), who shall provide their determination (the “Determination”)determination, together with detailed supporting calculations regarding the amount of any relevant matters, both to the Company and to the Executive within thirty seven (307) business days of the Payment DateExecutive’s termination date, if applicable, or such earlier time as is requested by the Company or by the ExecutiveCompany. If the Auditors determine that no Excise Tax is payable and that no Excise Tax restoration payment is requireddue, then the Auditors shall furnish the Executive with a written statement that such Auditors have concluded that no Excise Tax is payable (including the reasons thereforetherefor) and that the Executive has substantial authority not to report any Excise Tax on the Executive’s federal income tax return. Any determination by the Auditors shall be binding upon the Company and the Executive, absent manifest error. The Company shall pay the fees and costs of the AuditorsAuditors which are incurred in connection with this Section 3.

Determination by Auditors. 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 3, shall be made by the independent auditors retained by the Company most recently prior to the Change in Control (the “Auditors”), who shall provide their determination (the “Determination”), together with detailed supporting calculations regarding the amount of any relevant matters, both to the Company and to the Executive within thirty (30) days of the Payment Date, if applicable, or such earlier time as is requested by the Company or by the Executive. If the Auditors determine that no Excise Tax is payable and that no Excise Tax restoration payment Restoration Payment is required, the Auditors shall furnish the Executive with a written statement that such Auditors have concluded that no Excise Tax is payable (including the reasons therefore) and that the Executive has substantial authority not to report any Excise Tax on the Executive’s federal income tax return. Any determination by the Auditors shall be binding upon the Company and the Executive, absent manifest error. The Company shall pay the fees and costs of the Auditors.