Independent Firm. Subject to the provisions of Section 8(c) of this Agreement, all determinations required to be made under this Section 8, including whether and when an Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment and the assumptions utilized in arriving at such determinations, shall be made by an independent accounting or consulting firm chosen by the Company (the “Firm”). The Firm shall provide detailed supporting calculations to the Company and to the Executive within thirty (30) business days after the receipt of notice from the Company or the Executive that there has been a benefit provided to which these Excise Tax provisions apply (or such earlier time as requested by the Company). Any Excise Tax Adjustment Payment shall be paid by the Company to the Executive within fifteen (15) business days after the Company’s receipt of the Firm’s determination.
(i) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit is less than the amount initially taken into account under Section 8(a) for purposes of calculating the Excise Tax Adjustment Payment related to such benefit, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax related to such benefit. Within thirty (30) business days following the Executive’s receipt of notice of the results of such recalculation from the Firm and/or the Company, the Executive shall repay to the Company the excess of the initial Excise Tax Adjustment Payment over the recalculated Excise Tax Adjustment Payment.
(ii) If it is established pursuant to a final determination of a court or an IRS proceeding, or in the opinion of an independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the benefit is more than the amount initially taken into account under subsection (b)(i) above for purposes of calculating the Excise Tax Adjustment Payment, the Firm shall recalculate the Excise Tax Adjustment Payment to reflect the actual Excise Tax. Within fifteen (15) business days following the Company’s receipt of notice of the results of such recalculation from the Firm, the Company shall pay to the Executive the excess of the recalculated Excise Tax Adjustment Payment over the initial Excise Tax Adjustment Payment.
(iii) All fees and expe...
Independent Firm. 18 Section 9.20 Inland Revenue........................18 Section 9.21 IRS...................................18 Section 9.22 New NTL Affiliate.....................18 Section 9.23 New NTL Digital Affiliate.............18 Section 9.24 New NTL Group.........................18 Section 9.25
Independent Firm. Independent Firm" means an accounting firm which has not, except pursuant to Section 8.3, performed any services since the Separation Date for Euroco, New NTL or any of their Affiliates.
Independent Firm. 6.03(b) Intercompany Loan..............................................5.14 IPO............................................................2.03 Loss...........................................................8.02
Independent Firm. The Banks and the Agent shall have access to X.X. Xxxxxx at all times for, among other things, updates on the status of X.X. Xxxxxx'x work and questions about the scope and substance thereof. Xxxxxxx XxXxxxxxx LLP on behalf of the Banks and the Agent shall have the right to hire Argus Management Corporation (or a similar consulting firm) as their own consulting firm (with the expenses of such consulting firm to be set forth in detailed monthly bills and to be for the account of the Borrower), and such consulting firm shall have access at all times to the officers, employees, records and other information of the Borrower and their Subsidiaries and shall be permitted to review all calculations performed in connection with the preparation of each Borrowing Base Certificate to be delivered pursuant to Section 6.1(i) hereof; provided, however, that absent a Default or an Event of Default, such fees and expenses, together with all fees and expenses of Nightingale or any other advisor hired by the Senior Note Holders or their counsel in connection with the Note Purchase Agreements, shall not exceed, in the aggregate, (i) $75,000 per month for the period commencing on the Amendment No. 8 Effective Date through the earlier to occur of the month in which the outstanding principal amount of Term Loans and Senior Notes is less than $36,000,000 and November 30, 2002 (it being understood that such amount shall be pro rated for any partial calendar months) and (ii) $37,500 per month thereafter. However, the foregoing fee limitations shall not be imposed in the event the Borrower fails to provide to the Agent (i) on the Amendment No. 8 Effective Date and on Thursday of each calendar week thereafter, a 13-week statement of cash flows in the form currently being provided to the Agent and the Senior Note Holders, (ii) on the Amendment No. 8 Effective Date and on the 10th and 25th of each calendar month thereafter, monitoring reports (including without limitation the form of monitoring report attached hereto as Annex B), in form and substance satisfactory to the Agent, concerning the various actions proposed by the Borrower to comply with the schedule of Principal Payments set forth in Section 2.5(b) hereof, (iii) daily reports regarding cash balances of the Borrower and its Affiliates, which reports shall be in a form reasonably acceptable to the Agent and (iv) evidence, in form and substance satisfactory to the Agent, that each of the items set forth in the Documentation Pu...
Independent Firm. 2.3(a) Information Technology................................................................ 3.1(p)(vi) Intellectual Property................................................................. 3.1(p)(ii) International Restaurants............................................................. 1.5(a)(i) IRS................................................................................... 3.1(n) Lease................................................................................. 3.1(k)(ii) Lease Agreement....................................................................... 4.21 Leases................................................................................ 3.1(k)(ii) Liens................................................................................. 3.1(k)
Independent Firm. The FIRM is an independent contractor consistent with the Rules of Professional Conduct, and is not an employee or agent of the BOARD. Nothing in this agreement shall be interpreted to establish any relationship other than that of an independent contractor, between the BOARD and the FIRM, its employees, agents, subcontractors, or assigns, during or after the performance of this Agreement.
Independent Firm. The parties are independent Firms under this Agreement and no other relationship is intended, including a partnership, franchise, joint venture, agency, employer/employee, fiduciary, master/servant relationship, or other special relationship. Neither party shall act in a manner which expresses or implies a relationship other than that of independent Firm, nor bind the other party.
Independent Firm the London office of one of Ernst & Young, KPMG, Deloitte and PricewaterhouseCoopers agreed by XXX and the Purchaser or, if WIL and the Purchaser shall fail to agree, or should any such firm decline to act, within ten Business Days of a matter falling for determination by an Independent Firm under this agreement, the London office of such one of those firms willing to act or of such other firm of chartered accountants with international reach and standing as may be nominated by the President from time to time of the Institute of Chartered Accountants in England and Wales on the application of either WIL or the Purchaser; Individual Vendor Relevant Proportion: in respect of each Individual Vendor, the percentage set out against each Individual Vendor’s name in column 5 of the table in part 2 of schedule 1; Individual Vendors’ Advanced Vesting Tax: the income tax payable via PAYE and associated employee’s primary class 1 NIC which will arise if a taxable benefit arises under Chapter 4 Part 7 ITEPA 2003 as a result of the adoption of the New Articles; Individual Vendors’ Escrow Account: the designated interest bearing account held with the Escrow Agent in the joint names of the Purchaser and the Individual Vendors’ Representative; Individual Vendors’ Escrow Amount: the sum of £2,975,469; Individual Vendors’ Representative: the person(s) appointed as such in accordance with clause 18.1 from time to time; Individual Vendors’ Solicitors’ Account: the client account of Xxxxxxx Xxxxxx held with National Westminster Bank plc (account name: Xxxxxxx Xxxxxx Client Account; sort code: 00000000; account number: 00000000; Reference: AJS/1004917/KLP); Initial Consideration: the aggregate of:
Independent Firm. Where any matter is referred to the Independent Firm for determination in accordance with this clause 8:
8.3.1 the fees of the Independent Firm shall be paid equally by (i) the Vendors (in their Relevant Proportions) and (ii) the Purchaser;
8.3.2 the Vendors and the Purchaser shall procure that the Independent Firm shall be given all such assistance and access to all such information in their possession or control as such firm may reasonably require in order to determine such matter;
8.3.3 the Independent Firm shall act as experts and not as arbitrators; and
8.3.4 any determination by the Independent Firm shall be final and binding on the Parties except in the case of manifest error or fraud.
