Performance of Calculations. The calculations in Section 4.1 above shall be made by a certified public accounting firm, executive compensation consulting firm, or law firm designated by the Company in its sole and absolute discretion, and may be determined using reasonable assumptions and approximations concerning applicable taxes and relying on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The costs of performing such calculations shall be borne exclusively by the Company.
Performance of Calculations. Unless the Company and the Executive otherwise agree in writing, any determination required under this Article V shall be made by the Company in good faith based upon the advice of the independent public accountants for the Company, or other independent public accounting firm, or independent tax counsel designated by the Company (the “Independent Advisor”), whose determination shall be conclusive and binding on the Executive for all purposes. The Company and the Executive shall furnish to the Independent Advisor such information and documents as may reasonably be requested in order to make any determinations under this Article V. The Company shall bear all costs for the determinations by the Independent Advisor. If the Independent Advisor determines that Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive a copy of the detailed calculation. If an underpayment is determined to have occurred, the Company shall immediately pay the Executive the underpaid amount. If an overpayment is determined to have occurred, the Executive shall immediately repay the Company or its successor such excess.
