Common use of Determination of Value Clause in Contracts

Determination of Value. Unless the Parent and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by an independent valuation firm (the “Firm”) immediately prior to any Change of Control, whose determination will be conclusive and binding upon Executive and the Parent for all purposes. For purposes of making the calculations required by this Section 8, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Parent and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 8. The Parent will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 8.

Determination of Value. Unless the Parent Company and Executive otherwise agree in writing, any determination required under this Section 8 will be made in writing by an independent valuation firm (the “Firm”) immediately prior to any Change of Control, whose determination will be conclusive and binding upon Executive and the Parent Company for all purposes. For purposes of making the calculations required by this Section 8, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Parent Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 8. The Parent Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 8.