Determination by Experts Sample Clauses
The 'Determination by Experts' clause establishes that disputes or questions arising under the contract will be resolved by an independent expert rather than through litigation or arbitration. Typically, the parties agree on the appointment of a qualified individual with relevant expertise, who reviews the matter and issues a binding or non-binding decision based on their professional judgment. This clause streamlines the resolution of technical or specialized issues, ensuring that complex matters are handled efficiently and by someone with appropriate knowledge, thereby reducing delays and costs associated with traditional dispute resolution methods.
Determination by Experts. If the Participant and the Company shall disagree as to whether a payment under this Agreement could result in the loss of a deduction, the matter shall be resolved by an opinion of [the Company's law firm], or if [Company's law firm] is unable to provide such an opinion, counsel selected by the Company, and agreed to by the Officer. Counsel's opinion need not be unqualified. Counsel's opinion shall be based on determinations of the Base Amount and Excess Parachute Payments, as such terms are defined by Section 280G of the Code or its successor, by [Consulting Firm], or if [Consulting Firm] is unable to make such determinations, a consulting firm chosen by the Company and agreed to by the Officer. The Company shall pay the fees and expenses of such counsel and consulting firm, and shall make available such information as may be reasonably requested by such counsel and consulting firm to prepare the opinion. If the maximum amount payable to the Officer pursuant to this Section cannot be determined prior to the due date for such payment, the Company shall pay on the due date the minimum amount which it in good faith determines to be payable, and shall pay the remaining amount as soon as practicable after such remaining amount is determined.
Determination by Experts. If the Participant and the Bank shall disagree as to whether a payment under this Agreement could result in the loss of a deduction, the matter shall be resolved by an opinion of the Bank's general legal counsel, or if the Bank's general legal counsel is unable to provide such an opinion, counsel selected by the Bank and agreed to by the Participant. Counsel's opinion need not be unqualified. Counsel's opinion shall be based on determinations of the Base Amount and Excess Parachute Payments, as such terms are defined by Section 280G of the Code or its successor, by the Bank's outside auditing firm, or if the Bank's outside auditing firm is unable to make such determinations, a consulting firm chosen by the Bank and agreed to by the Participant. The Bank shall pay the fees and expenses of such counsel and consulting firm, and shall make available such information as may be reasonably requested by such counsel and consulting firm to prepare the opinion. If the maximum amount payable to the Participant pursuant to this Section cannot be determined prior to the due date for such payment, the Bank shall pay the remaining amount as soon as practicable after such remaining amount is determined.
Determination by Experts. 7 4.4 Participant's Costs of Enforcement.....................................................8 SECTION 5 .......................................................................................8 ADMINISTRATION AND INTERPRETATION OF THIS AGREEMENT .......................................................................................8 SECTION 6 .......................................................................................8