Common use of RESPONSIBILITIES OF THE ACCOUNTING FIRM AND THE CORPORATION Clause in Contracts

RESPONSIBILITIES OF THE ACCOUNTING FIRM AND THE CORPORATION. Determinations Shall Be Made by the Accounting Firm. Subject to the provisions of Section 2(b), all determinations required to be made under this Section 2(c) -- including whether and when an Adjusted Gross-Up Payment Amount is required, the amount of the Adjusted Gross-Up Payment Amount and the assumptions to be used to arrive at the determination (collectively, the "Determination") -- shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to the Corporation and the Officer within 15 business days after receipt of notice from the Corporation or the Officer that there has been an Adjusted Gross-Up Payment Amount, or such earlier time as is requested by the Corporation. Fees and Expenses of the Accounting Firm and Agreement with the Accounting Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Corporation. The Corporation shall enter into any agreement requested by the Accounting Firm in connection with the performance of its services hereunder. Accounting Firm's Opinion. If the Accounting Firm determines that no Excise Tax is payable by the Officer, the Accounting Firm shall furnish the Officer with a written opinion to that effect, and to the effect that failure to report Excise Tax, if any, on the Officer's applicable federal income tax return will not result in the imposition of a negligence or similar penalty.

RESPONSIBILITIES OF THE ACCOUNTING FIRM AND THE CORPORATION. Determinations Shall Be Made by the Accounting Firm. Subject to the provisions of Section 2(b), all determinations required to be made under this Section 2(c) -- including whether and when an Adjusted a Gross-Up Payment Amount is required, the amount of the Adjusted Gross-Up Payment Amount and the assumptions to be used to arrive at the determination (collectively, the "Determination") -- shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to the Corporation and the Officer Executive within 15 business days after receipt of notice from the Corporation or the Officer Executive that there has been an Adjusted a Gross-Up Payment AmountPayment, or such earlier time as is requested by the Corporation. Fees and Expenses of the Accounting Firm and Agreement with the Accounting Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Corporation. The Corporation shall enter into any agreement requested by the Accounting Firm in connection with the performance of its services hereunder. Accounting Firm's Opinion. If the Accounting Firm determines that no Excise Tax is payable by the OfficerExecutive, the Accounting Firm shall furnish the Officer Executive with a written opinion to that effect, and to the effect that failure to report Excise Tax, if any, on the OfficerExecutive's applicable federal income tax return will not result in the imposition of a negligence or similar penalty.