Common use of Determination Clause in Contracts

Determination. Unless the Company and the Purchaser otherwise agree in writing, any determination required under this Section 5 shall be made in writing by the Company’s independent public accountants or a national “Big Four” accounting firm selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Purchaser and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Purchaser shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.

Appears in 10 contracts

Samples: Restricted Stock Purchase Agreement (SpineEx, Inc.), Restricted Stock Purchase Agreement (Clovis Oncology, Inc.), Restricted Stock Purchase Agreement (Clovis Oncology, Inc.)

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Determination. Unless the Company and the Purchaser Grantee otherwise agree in writing, any determination required under this Section 5 4 shall be made in writing by the Company’s independent public accountants or a national “Big Four” accounting firm selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Purchaser Grantee and the Company for all purposes. For purposes of making the calculations required by this Section 54, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Purchaser Grantee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 54. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 54.

Appears in 8 contracts

Samples: Restricted Common Stock Award Agreement (Nexcore Healthcare Capital Corp), Restricted Common Stock Award Agreement (Nexcore Healthcare Capital Corp), Restricted Securities Award Agreement (Nexcore Healthcare Capital Corp)

Determination. Unless the Company and the Purchaser otherwise agree in writing, any determination required under this Section 5 shall be made in writing by the Company’s independent public accountants or a national “Big Four” accounting firm selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Purchaser and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Purchaser shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.

Appears in 4 contracts

Samples: Restricted Stock Purchase Agreement (Red Hat Inc), Restricted Stock Purchase Agreement (Red Hat Inc), Restricted Stock Purchase Agreement (Verrica Pharmaceuticals Inc.)

Determination. Unless the Company and the Purchaser otherwise agree in writing, any determination required under this Section 5 3 shall be made in writing by the Company’s independent public accountants or a national “Big Four” accounting firm selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Purchaser and the Company for all purposes. For purposes of making the calculations required by this Section 53, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Purchaser shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 53. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 53.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Unity Biotechnology, Inc.), Stock Purchase Agreement (Unity Biotechnology, Inc.)

Determination. Unless the Company and the Purchaser otherwise agree in writing, any determination required under this Section 5 4 shall be made in writing by the Company’s independent public accountants or a national “Big Four” accounting firm selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Purchaser and the Company for all purposes. For purposes of making the calculations required by this Section 54, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Purchaser shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 54. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 54.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Oracle Corp)

Determination. Unless the Company and the Purchaser otherwise agree in writing, any determination required under this Section 5 shall be made in writing by the Company’s independent public accountants or a national “Big Four” accounting firm selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Purchaser and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Purchaser shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. 6.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement

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Determination. Unless the Company and the Purchaser Employee otherwise agree in writing, any determination required under this Section 5 shall be made in writing by the Company’s 's primary independent public accountants or a national “Big Four” accounting firm selected by the Company (the "Accountants"), whose determination shall be conclusive and binding upon the Purchaser Employee and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G and 4999 of the Internal Revenue Code. The Company and the Purchaser Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a their determination under this Section 5Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5Section.

Appears in 1 contract

Samples: Separation Agreement (Ipix Corp)

Determination. Unless the Company and the Purchaser otherwise agree in writing, any determination required under this Section 5 shall be made in writing by the Company’s independent public accountants or a national “Big Four” accounting firm selected by the Company (the “Accountants’’), whose determination shall be conclusive and binding upon the Purchaser and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Purchaser shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Ohr Pharmaceutical Inc)

Determination. Unless the Company and the Purchaser otherwise agree in writing, any determination required under this Section 5 8 shall be made in writing by the Company’s independent public accountants or a national “Big Four” nationally recognized accounting firm selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Purchaser and the Company for all purposes. For purposes of making the calculations required by this Section 58, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section sections 280G and 4999 of the Code. The Company and the Purchaser shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 58. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 58.

Appears in 1 contract

Samples: Restricted Stock Agreement (Inozyme Pharma, Inc.)

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