Common use of Accounting Firm Determinations Clause in Contracts

Accounting Firm Determinations. Subject to the provisions of Section 2.7.3, all determinations required to be made under this Section 2.7, including whether and when Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG, LLP (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (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 the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 2.7, shall be paid by the Company to the Executive within five (5) 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 shall be binding upon the Company and the Executive. 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 Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 2.7.3 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Accounting Firm Determinations. Subject to the provisions of Section 2.7.3, all All determinations required to be made under this Section 2.72.12, including whether and when Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG, LLP a reputable accounting firm selected by the Company (the "“Accounting Firm") ”), which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of after 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 the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of ControlControl of the Company, the Executive shall appoint another nationally recognized reputable accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 2.7Section, shall be paid by the Company to the Executive within five (5) days of after the receipt of the Accounting Firm's ’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 ’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. 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 Firm hereunder, it is possible that Gross-Up Payments which that will not have been made by the Company should have been made ("an “Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to this Section 2.7.3 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment and any applicable penalty that has occurred and the amount of any such Underpayment and any applicable penalty shall be promptly paid by the Company to or for the benefit of the Executive.

Accounting Firm Determinations. Subject to the provisions of Section 2.7.3, all determinations required to be made under this Section 2.7, including whether and when Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG, LLP (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (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 the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 2.7, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's ’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 ’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. 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 Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 2.7.3 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Accounting Firm Determinations. Subject to the provisions of Section 2.7.3, all All determinations required to be made under this Section 2.72.13, including whether and when Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG, LLP a reputable accounting firm selected by the Company (the "“Accounting Firm") ”), which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of after 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 the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of ControlControl of the Company, the Executive shall appoint another nationally recognized reputable accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 2.7Section, shall be paid by the Company to the Executive within five (5) days of after the receipt of the Accounting Firm's ’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 ’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. 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 Firm hereunder, it is possible that Gross-Up Payments which that will not have been made by the Company should have been made ("an “Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to this Section 2.7.3 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment and any applicable penalty that has occurred and the amount of any such Underpayment and any applicable penalty shall be promptly paid by the Company to or for the benefit of the Executive.

Accounting Firm Determinations. Subject to the provisions of Section 2.7.3, all determinations required to be made under this Section 2.7, including whether and when Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG, LLP (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (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 the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 2.7, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's ’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 ’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. 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 Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 2.7.3 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. Any Gross-Up payment as determined pursuant to this Section 2.7 shall be paid by the Company to the Executive within five (5) days after receipt of the accounting firm’s determination or, if earlier, by the last day of the calendar year following the calendar year in which the excise tax is paid by the Executive.

Accounting Firm Determinations. Subject to the provisions of Section 2.7.3, all All determinations required to be made under this Section 2.72.12, including whether and when Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG, LLP a reputable accounting firm selected by the Company (the "“Accounting Firm") ”), which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of after 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 the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of ControlControl of the Company, the Executive shall appoint another nationally recognized reputable accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). , All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 2.7Section, shall be paid by the Company to the Executive within five (5) days of after the receipt of the Accounting Firm's ’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 ’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. 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 Firm hereunder, it is possible that Gross-Up Payments which that will not have been made by the Company should have been made ("an “Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to this Section 2.7.3 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment and any applicable penalty that has occurred and the amount of any such Underpayment and any applicable penalty shall be promptly paid by the Company to or for the benefit of the Executive.