Common use of Determination of Amount Clause in Contracts

Determination of Amount. Subject to the provisions of this Section 4(b), all determinations required to be made under Section 4(a), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinations, shall be made by the public accounting firm that is engaged by the Corporation for general audit purposes as of the date immediately prior to the Change of Control (the “Accounting Firm”). In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Corporation shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). The Corporation shall bear all expenses with respect to the determinations by the Accounting Firm required to be made hereunder. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding and conclusive upon the Corporation and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Corporation should have been made (“Underpayment”) or Gross-Up Payments are made by the Corporation which should not have been made (“Overpayment”), consistent with the calculations required to be made hereunder. In the event that the Employee thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest, to the extent not already within the Excise Tax, at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Corporation to or for the benefit of the Employee. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse the Employee for his or her Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Employee (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Corporation. The Employee shall cooperate, to the extent his or her expenses are reimbursed by the Corporation, with any reasonable requests by the Corporation in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

Determination of Amount. Subject to the provisions of this Section 4(b)paragraph 3, below, all determinations required to be made under Section 4(a)this Exhibit B, including whether and when an Excise Tax or a Gross-Up Payment is required, the amount of such the Excise Tax and Gross-Up Payment and the assumptions to be utilized used in arriving at such determinations, shall will be made made, at our option, by the public accounting Xxxx’x independent auditors or a nationally recognized executive compensation consulting firm that is engaged by the Corporation for general audit purposes as of the date immediately prior to the Change of Control (the “Accounting Firm”), which will provide detailed supporting calculations both to Dole and you within 15 business days after the receipt of notice from you that there has been a Payment, or such earlier time as is requested by Dole. In the event that If the Accounting Firm is serving as accountant or auditor for the individual, entity or group Person effecting the Change of Control, the Corporation shall Dole will appoint another nationally recognized public accounting firm to make the these required determinations required hereunder (which accounting firm shall will then be referred to as the Accounting Firm hereunderFirm). The Corporation shall bear all All fees and expenses of the Accounting Firm will be borne solely by Dole. Any Xxxxx-Up Payment, as determined under this Exhibit B, will be paid by Dole to you within five days after our receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by you, it will furnish you with respect a written opinion that failure to report the determinations Excise Tax on your applicable federal income tax return will not result in the imposition of a negligence or other penalty. Any determination by the Accounting Firm required to will be made hereunderbinding upon Dole and you. Any good faith determinations If, as a result of a federal tax audit, the Internal Revenue Service asserts that the Excise Tax determined by the Accounting Firm made hereunder shall be final, binding and conclusive upon the Corporation and the Employee. As a result in its calculation of the uncertainty in Gross Up Payment is understated, and thereby the application of Section 4999 of the Code at the time of the determination by the Accounting Firm, it is possible that Gross-Gross Up Payments which will not have been Payment made by the Corporation should have been made to you may also be understated (“Underpayment”) or Gross-Up Payments are made by the Corporation which should not have been made (“Overpayment”), consistent with then you must notify Dole as provided in paragraph 3 below, and Dole has the calculations required right to be made hereundercontest the asserted Excise Tax underpayment as provided in paragraph 3. In the event that the Employee Dole exhausts its remedies under paragraph 3, below, and you thereafter is are required to make payment of any an additional Excise Tax or additional Excise Taxpayment, the Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest, to the extent not already within the Excise Tax, at the rate provided in Section 1274(b)(2)(B) of the Code) shall will be promptly paid by the Corporation Dole to you or for the benefit of the Employee. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse the Employee for his or her Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Employee (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Corporation. The Employee shall cooperate, to the extent his or her expenses are reimbursed by the Corporation, with any reasonable requests by the Corporation in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Taxyour benefit.

Determination of Amount. Subject to the provisions of this Section 4(b5(b), all determinations required to be made under Section 4(a5(a), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinations, shall be made by the public accounting firm that is engaged by the Corporation for general audit purposes as of the date immediately prior to the Change of Control (the “"Accounting Firm”"). In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Corporation shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). The Corporation shall bear all expenses with respect to the determinations by the Accounting Firm required to be made hereunder. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding and conclusive upon the Corporation and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Corporation should have been made (“"Underpayment”") or Gross-Up Payments are made by the Corporation which should not have been made (“"Overpayment”"), consistent with the calculations required to be made hereunder. In the event that the Employee thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest, to the extent not already within the Excise Tax, at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Corporation to or for the benefit of the Employee. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse the Employee for his or her Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Employee (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Corporation. The Employee shall cooperate, to the extent his or her expenses are reimbursed by the Corporation, with any reasonable requests by the Corporation in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

Determination of Amount. Subject to the provisions of this Section 4(b), all determinations required to be made under Section 4(a), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinations, shall be made by the public accounting firm that is engaged by the Corporation for general audit purposes as of the date immediately prior to the Change of Control (the “"Accounting Firm”"). In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Corporation shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). The Corporation shall bear all expenses with respect to the determinations by the Accounting Firm required to be made hereunder. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding and conclusive upon the Corporation and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Corporation should have been made (“"Underpayment”") or Gross-Up Payments are made by the Corporation which should not have been made (“"Overpayment”"), consistent with the calculations required to be made hereunder. In the event that the Employee thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest, to the extent not already within the Excise Tax, at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Corporation to or for the benefit of the Employee. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse the Employee for his or her Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Employee (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Corporation. The Employee shall cooperate, to the extent his or her expenses are reimbursed by the Corporation, with any reasonable requests by the Corporation in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

Determination of Amount. Subject to the provisions Provisions of this Section 4(b6(c), all determinations required to be made under this Section 4(a)6, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment or Parachute Value and the assumptions to be utilized in arriving at such determinations, shall be made by the public a nationally recognized accounting firm that is engaged by selected in the Corporation for general audit purposes as discretion of the date Company immediately prior to the Change of Control (the “"Accounting Firm”)") which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Corporation shall Executive may appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). The Corporation All fees and expenses of the Accounting Firm shall bear all expenses with respect be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to and payable under this Section 6, shall be paid by the Company to the determinations Executive within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm required to be made hereunder. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding and conclusive upon the Corporation Company and the EmployeeExecutive. 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 FirmFirm hereunder, it is possible that Gross-Up Payments which will not have been made by the Corporation Company should have been made (“"Underpayment”) or Gross-Up Payments are made by the Corporation which should not have been made (“Overpayment”"), consistent with the calculations required to be made hereunder. In If the event that Company exhausts its remedies pursuant to Section 6(c) and the Employee Executive thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest, to the extent not already within the Excise Tax, at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Corporation Company to or for the benefit of the Employee. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse the Employee for his or her Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Employee (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Corporation. The Employee shall cooperate, to the extent his or her expenses are reimbursed by the Corporation, with any reasonable requests by the Corporation in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise TaxExecutive.

Determination of Amount. Subject to the provisions of this Section 4(b)paragraph 3, below, all determinations required to be made under Section 4(a)this Exhibit B, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized used in arriving at such determinations, shall will be made made, at our option, by the public accounting Xxxx'x independent auditors or a nationally recognized executive compensation consulting firm that is engaged by the Corporation for general audit purposes as of the date immediately prior to the Change of Control (the “Accounting Firm”"ACCOUNTING FIRM"), which will provide detailed supporting calculations both to Xxxx and you within 15 business days after the receipt of notice from you that there has been a Payment, or such earlier time as is requested by Xxxx. In the event that If the Accounting Firm is serving as accountant or auditor for the individual, entity or group Person effecting the Change of Control, the Corporation shall Xxxx will appoint another nationally recognized public accounting firm to make the these required determinations required hereunder (which accounting firm shall will then be referred to as the Accounting Firm hereunderFirm). The Corporation shall bear all All fees and expenses of the Accounting Firm will be borne solely by Xxxx. Any Xxxxx-Up Payment, as determined under this Exhibit B, will be paid by Xxxx to you within five days after our receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by you, it will furnish you with respect a written opinion that failure to report the determinations Excise Tax on your applicable federal income tax return would not result in the imposition of a negligence or other penalty. Any determination by the Accounting Firm required to will be made hereunder. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding upon Xxxx and conclusive upon the Corporation and the Employeeyou. As a result of the uncertainty in the application of Section 4999 of the United States Internal Revenue Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Corporation Xxxx should have been made (“"Underpayment”) or Gross-Up Payments are made by the Corporation which should not have been made (“Overpayment”"), consistent with the calculations required to be made hereunder. under this Exhibit B. In the event that the Employee Xxxx exhausts its remedies under paragraph 3, below, and you thereafter is are required to make a payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest, to the extent not already within the Excise Tax, at the rate provided in Section 1274(b)(2)(B) of the Code) shall will be promptly paid by the Corporation Xxxx to you or for the benefit of the Employee. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse the Employee for his or her Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Employee (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Corporation. The Employee shall cooperate, to the extent his or her expenses are reimbursed by the Corporation, with any reasonable requests by the Corporation in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Taxyour benefit.

Determination of Amount. Subject to the provisions of this Section 4(b)paragraph 3, below, all determinations required to be made under Section 4(a)this Exhibit B, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized used in arriving at such determinations, shall will be made made, at our option, by the public accounting Xxxx'x independent auditors or a nationally recognized executive compensation consulting firm that is engaged by the Corporation for general audit purposes as of the date immediately prior to the Change of Control (the “"Accounting Firm”"), which will provide detailed supporting calculations both to Xxxx and you within 15 business days after the receipt of notice from you that there has been a Payment, or such earlier time as is requested by Xxxx. In the event that If the Accounting Firm is serving as accountant or auditor for the individual, entity or group Person effecting the Change of Control, the Corporation shall Xxxx will appoint another nationally recognized public accounting firm to make the these required determinations required hereunder (which accounting firm shall will then be referred to as the Accounting Firm hereunderFirm). The Corporation shall bear all All fees and expenses of the Accounting Firm will be borne solely by Xxxx. Any Xxxxx-Up Payment, as determined under this Exhibit B, will be paid by Xxxx to you within five days after our receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by you, it will furnish you with respect a written opinion that failure to report the determinations Excise Tax on your applicable federal income tax return would not result in the imposition of a negligence or other penalty. Any determination by the Accounting Firm required to will be made hereunder. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding upon Xxxx and conclusive upon the Corporation and the Employeeyou. As a result of the uncertainty in the application of Section 4999 of the United States Internal Revenue Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Corporation Xxxx should have been made (“"Underpayment”) or Gross-Up Payments are made by the Corporation which should not have been made (“Overpayment”"), consistent with the calculations required to be made hereunder. under this Exhibit B. In the event that the Employee Xxxx exhausts its remedies under paragraph 3, below, and you thereafter is are required to make a payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest, to the extent not already within the Excise Tax, at the rate provided in Section 1274(b)(2)(B) of the Code) shall will be promptly paid by the Corporation Xxxx to you or for the benefit of the Employee. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse the Employee for his or her Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Employee (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Corporation. The Employee shall cooperate, to the extent his or her expenses are reimbursed by the Corporation, with any reasonable requests by the Corporation in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Taxyour benefit.

Determination of Amount. Subject to the provisions Provisions of this Section 4(b6(c), all determinations required to be made under this Section 4(a)6, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment or Parachute Value and the assumptions to be utilized in arriving at such determinations, shall be made by PriceWaterhouseCoopers LLP (the public accounting firm "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is engaged requested by the Corporation for general audit purposes as of the date immediately prior to the Change of Control (the “Accounting Firm”)Company. In the event that If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Corporation Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). The Corporation All fees and expenses of the Accounting Firm shall bear all expenses with respect be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to and payable under this Section 6, shall be paid by the Company to the determinations Executive within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm required to be made hereunder. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding and conclusive upon the Corporation Company and the EmployeeExecutive. 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 FirmFirm hereunder, it is possible that Gross-Up Payments which will not have been made by the Corporation Company should have been made (“"Underpayment”) or Gross-Up Payments are made by the Corporation which should not have been made (“Overpayment”"), consistent with the calculations required to be made hereunder. In If the event that Company exhausts its remedies pursuant to Section 6(c) and the Employee Executive thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest, to the extent not already within the Excise Tax, at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Corporation Company to or for the benefit of the Employee. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse the Employee for his or her Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Employee (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Corporation. The Employee shall cooperate, to the extent his or her expenses are reimbursed by the Corporation, with any reasonable requests by the Corporation in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise TaxExecutive.

Determination of Amount. Subject to the provisions of this Section 4(b2(b), all determinations required to be made under Section 4(a2(a), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinations, shall be made by the public accounting firm that is engaged by the Corporation Company for general audit purposes as of the date immediately prior to the Change of Control (the “"Accounting Firm”"). In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Corporation Company shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). The Corporation Company shall bear all expenses with respect to the determinations by the Accounting Firm required to be made hereunder. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding and conclusive upon the Corporation Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Corporation Company should have been made (“"Underpayment”") or Gross-Up Payments are made by the Corporation Company which should not have been made (“"Overpayment”"), consistent with the calculations required to be made hereunder. In the event that the Employee you thereafter is are required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest, to the extent not already within the Excise Tax, at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Corporation Company to or for the benefit of the Employeeyour benefit. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse the Employee you for his or her your Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Employee you (to the extent he has you have received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the CorporationCompany. The Employee You shall cooperate, to the extent his or her your expenses are reimbursed by the CorporationCompany, with any reasonable requests by the Corporation Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

Determination of Amount. Subject to the provisions Provisions of this Section 4(b6(c), all determinations required to be made under this Section 4(a)6, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment or Parachute Value and the assumptions to be utilized in arriving at such determinations, shall be made by the public a nationally recognized accounting firm that is engaged by selected in the Corporation for general audit purposes as discretion of the date Company immediately prior to the Change of Control (the “Accounting Firm”)) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Corporation shall Executive may appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). The Corporation All fees and expenses of the Accounting Firm shall bear all be borne solely by the Company; provided, however, (i) the Company shall pay the fees and expenses with respect of the Accounting Firm not later than the end of the calendar year following the calendar year in which the related work is performed or the expenses are incurred by the Accounting Firm, (ii) the amount of the Accounting Fees that the Company is obligated to pay in any given calendar year shall not affect the determinations Accounting Fees that the Company is obligated to pay in any other calendar year, and (iii) the Executive’s right to have the Company pay such fees and expenses may not be liquidated or exchanged for any other benefit. Any determination by the Accounting Firm required to be made hereunder. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding and conclusive upon the Corporation Company and the EmployeeExecutive. 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 FirmFirm hereunder, it is possible that Gross-Up Payments which will not have been made by the Corporation Company should have been made (“Underpayment”) or Gross-Up Payments are made by the Corporation which should not have been made (“Overpayment”), consistent with the calculations required to be made hereunder. In If the event that Company exhausts its remedies pursuant to Section 6(c) and the Employee Executive thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest, to the extent not already within the Excise Tax, at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Corporation Company to or for the benefit of the Employee. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse the Employee for his or her Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Employee (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Corporation. The Employee shall cooperate, to the extent his or her expenses are reimbursed by the Corporation, with any reasonable requests by the Corporation in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise TaxExecutive.