Determination Procedures Sample Clauses
The Determination Procedures clause outlines the process by which decisions or judgments are made regarding specific issues or disputes under the agreement. Typically, it sets out the steps parties must follow, such as submitting evidence, appointing an independent expert, or adhering to a timeline for making determinations. This clause ensures that there is a clear, agreed-upon method for resolving uncertainties or disagreements, thereby reducing the risk of prolonged disputes and providing a structured path to resolution.
Determination Procedures. All determinations required to be made under this Appendix shall be made by the Independent Auditors in accordance with the following procedures:
(a) In determining the total dollar amount of the Parachute Payment attributable to the Payments, the Independent Auditors shall make a reasonable determination of the value to be assigned to the restrictive covenants which will be in effect for the Executive pursuant to the Employment Agreement, and the amount of his potential Parachute Payments shall reduced by the value of those restrictive covenants.
(b) Within ten (10) business days after each receipt of written notice from the Company or the Executive that a Parachute Payment has or is to be made, then the Independent Auditors shall provide both the Executive and the Company with a written determination of the Parachute Payment attributable to that Payment, together with detailed supporting calculations with respect to the Gross-Up Payment to which the Executive is entitled hereunder by reason of those various Parachute Payments. The Company shall pay the resulting Gross-Up Payment to the Executive within three (3) business days after receipt of such determination or (if later) contemporaneously with the Payment triggering such Gross-Up Payment.
(c) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any Payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controlling. All other determinations by the Independent Auditors shall be made on the basis of “substantial authority” (within the meaning of Section 6662 of the Code).
(d) The Company and the Executive shall each provide the Independent Auditors with access to and copies of any books, records and documents in their possession which may be reasonably requested by the Independent Auditors and shall otherwise cooperate with the Independent Auditors in connection with the preparation and issuance of the determinations contemplated by this Appendix.
(e) All fees and expenses of the Independent Auditors and the appraisers shall be borne solely by the Company, and to the extent those fees or expenses are treated as a Parachute Payment, they shall be taken into account in the calculation of the Gross-Up Payment to which the Executive is entitled under this Appendix.
Determination Procedures. All determinations required to be made under this Part Three shall be made by the Company or Dell and certified by the Independent Auditors in accordance with the following procedures:
(a) Within ten (10) business days after the closing of the Merger, the Company shall provide you with a written determination of the COC Payments attributable to your Acquisition-Accelerated Options, Acquisition-Accelerated RSUs and Acquisition-Accelerated Stock Appreciation Rights (if any), the COC Payment attributable to your Change in Control Benefits under Part Two, and any Other COC Payment to which you are entitled, together with detailed supporting calculations with respect to the Gross-Up Payment due you by reason of those various COC Payments and a certification by the Independent Auditors of the accuracy of such calculations. The Company shall pay the resulting Gross-Up Payment to you within three (3) business days after receipt of such determination.