Common use of Determinations Clause in Contracts

Determinations. Subject to the provisions of Section 11(c), all determinations required to be made under this Section 10, including whether and when a 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 an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in 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 will not have been made by the Company that 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 11(c) 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.

Determinations. Subject to the provisions of Section 11(c)3 below, all determinations required to be made under this Section 10Appendix I, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an independent accounting firm of national or consulting group with nationally recognized standing reasonably selected and substantial expertise and experience in making such determinations retained by the Company prior to the occurrence of a Change in Control for purposes of making the determinations in this Appendix I (the “Accounting 280G Firm”), which . The 280G Firm shall provide detailed supporting calculations to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, Payment or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting 280G Firm shall be borne solely by the Company. Any determination by the Accounting 280G Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting 280G Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company that should have been made in accordance with this Appendix I (the amount of such Gross-Up Payments not made, the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) 3 below and the Executive is thereafter is required by a taxing authority to make a payment of any Excise TaxTax as the result of an Underpayment, the Accounting 280G 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.

Determinations. Subject to the provisions of Section 11(c)8.3, all determinations required to be made under this Section 108, including whether and when a 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 an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive Employee within 15 fifteen (15) business days of the receipt of written notice from the Executive Employee that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 118, shall be paid by the Company to the Executive Employee within five business fifteen (15) days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveEmployee. As a result of the possible uncertainty in 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 will not have been made by the Company that 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 11(c) 8.3 and the Executive Employee 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 ExecutiveEmployee.

Determinations. Subject to the provisions of Section 11(c7.8(c), all determinations required to be made under this Section 107.8, including whether and when a 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 an accounting firm of national standing reasonably selected by the Company Fulton (the “Accounting Firm”"ACCOUNTING FIRM"), which shall provide detailed supporting supxxxxxxg calculations to both the Company Fulton and the Executive within 15 business days of the receipt of written xx xxxtten notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyFulton. Any Gross-Up Payment, as determined pursuant to this Section 117.8, shall be paid by the Company Fulton to the Executive within five business days of the receipt of the Accounting Accounxxxx Firm’s determination and calculations's determination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyFulton. Any determination by the Accounting Firm shall be binding upon the Company bindinx xxxx Fulton and the Executive. As a result of the possible uncertainty in application uncertaintx xx xpplication 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 will not have been made by the Company Fulton that should have been made (“Underpayment”"UNDERPAYMENT"), consistent with the wxxx xxe calculations required to be made hereunder. In the event that the Company Fulton exhausts its remedies pursuant to Section 11(c7.8(c) and the Executive Xxxxxxive 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 Fulton to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c)5.3, all determinations required to be made under this Section 10Article 5, including whether and when a 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 an the nationally recognized certified public accounting firm of national standing reasonably selected used by the Company immediately prior to the effective date of the Change in Control or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by the Executive (the “"Accounting Firm”"), which . The Accounting Firm shall provide detailed supporting calculations both to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. Subject to Section 5.5 below, any Gross-Up Payment, as determined pursuant to this Section 5.2, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. For purposes of making the calculations required by this Article 5, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. As a result of the possible 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 that 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 11(c) 5.3 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.

Determinations. Subject to the provisions of Section 11(c)5.3, all determinations required to be made under this Section 10Article 5, including whether and when a 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 an the nationally recognized certified public accounting firm of national standing reasonably selected used by the Company immediately prior to the effective date of the Change in Control or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm”), which . The Accounting Firm shall provide detailed supporting calculations both to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. Subject to Section 5.5 below, any Gross-Up Payment, as determined pursuant to this Section 5.2, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. For purposes of making the calculations required by this Article 5, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. As a result of the possible 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 that 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 11(c) 5.3 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.

Determinations. Subject to the provisions of Section 11(c)) of this Agreement, all determinations required to be made under this Section 1011, including whether and when a 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 an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five (5) business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in 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 will not have been made by the Company that 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 11(c) of this Agreement 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.

Determinations. Subject to the provisions of Section 11(c7.8(c), all determinations required to be made under this Section 107.8, including whether and when a 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 an accounting firm of national standing reasonably selected by the Company Fxxxxx (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company Fxxxxx and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyFxxxxx. Any GrossGxxxx-Up Payment, as determined pursuant to this Section 117.8, shall be paid by the Company Fxxxxx to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyFxxxxx. Any determination by the Accounting Firm shall be binding upon the Company Fxxxxx and the Executive. As a result of the possible uncertainty in 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 will not have been made by the Company Fxxxxx that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company Fxxxxx exhausts its remedies pursuant to Section 11(c7.8(c) 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 Fxxxxx to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c), all determinations required to be made under this Section 1011, including whether and when a 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 an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in 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 will not have been made by the Company that 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 11(c) 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.

Determinations. Subject to the provisions of Section 11(c7.8(c), all determinations required to be made under this Section 107.8, including whether and when a 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 an accounting firm of national standing reasonably selected by the Company Xxxxxx (the “Accounting Firm”"ACCOUNTING FIRM"), which shall provide detailed supporting calculations to both the Company Xxxxxx and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyXxxxxx. Any Gross-Up Payment, as determined pursuant to this Section 117.8, shall be paid by the Company Xxxxxx to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations's determination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyXxxxxx. Any determination by the Accounting Firm shall be binding upon the Company Xxxxxx and the Executive. As a result of the possible uncertainty in 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 will not have been made by the Company Xxxxxx that should have been made (“Underpayment”"UNDERPAYMENT"), consistent with the calculations required to be made hereunder. In the event that the Company Xxxxxx exhausts its remedies pursuant to Section 11(c7.8(c) 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 Xxxxxx to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c8.8(c), all determinations required to be made under this Section 108.8, including whether and when a 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 an accounting firm of national standing reasonably selected by the Company Fxxxxx (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company Fxxxxx and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyFxxxxx. Any GrossGxxxx-Up Payment, as determined pursuant to this Section 118.8, shall be paid by the Company Fxxxxx to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyFxxxxx. Any determination by the Accounting Firm shall be binding upon the Company Fxxxxx and the Executive. As a result of the possible uncertainty in 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 will not have been made by the Company Fxxxxx that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company Fxxxxx exhausts its remedies pursuant to Section 11(c8.8(c) 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 Fxxxxx to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c)subsection (c) below, all determinations required to be made under this Section 10Section, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an PricewaterhouseCoopers LLP or such other nationally recognized certified public accounting firm of national standing reasonably selected as may be designated by the Company Executive (the “Accounting Firm”), which . The Accounting Firm shall provide detailed supporting calculations both to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, Payment or such earlier time as is requested by the Company. Any Gross-Up PaymentIn the event that the Accounting Firm is serving as accountant or auditor for the individual, as determined pursuant to this Section 11entity, shall be paid by or group effecting the Company to change of control, the Executive within five business days of may appoint another nationally recognized accounting firm to make the receipt of determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm’s determination and calculationsFirm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible 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 that will not have been made by the Company that should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(csubsection (c) below 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.

Determinations. Subject to the provisions of Section 11(c), all All determinations required to be made under this Section 1013(b), including whether and when a Gross-Up Payment is required and Parachute Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Gross-Up Payment the Reduced Amount, and the assumptions to be utilized in arriving at such determinationdeterminations, shall be made by an independent, nationally recognized accounting firm of national standing reasonably selected by or compensation consulting firm mutually acceptable to the Company and the Executive (the “Accounting Determination Firm”), ) which shall provide detailed supporting calculations both to both the Company and the Executive within 15 business days of after the receipt of written notice from the Executive that there has been a PaymentPayment is due to be made, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Gross-Up Payments will which the Executive was entitled to, but did not receive pursuant to Section 13(b)(1), could have been made by without the Company that should have been made imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) and the Executive thereafter is required to make a payment of any Excise Taxsuch event, the Accounting Determination 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 ExecutiveExecutive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

Determinations. Subject to the provisions of Section 11(c), all determinations required to be made under this Section 1011, including whether and when a Gross-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 an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in 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 will not have been made by the Company that 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 11(c) 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.

Determinations. Subject to the provisions of Section 11(c), all All determinations required to be made under this Section 1013(b), including whether and when a Gross-Up Payment is required and Parachute Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Gross-Up Payment the Reduced Amount, and the assumptions to be utilized in arriving at such determinationdeterminations, shall be made by an independent, nationally recognized accounting firm of national standing reasonably selected by or compensation consulting firm mutually acceptable to the Company and the Executive (the “Accounting Determination Firm”), ) which shall provide detailed supporting calculations both to both the Company and the Executive within 15 business days of after the receipt of written notice from the Executive that there has been a PaymentPayment is due to be made, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Gross-Up Payments will which the Executive was entitled to, but did not receive pursuant to Section 13(b)(i), could have been made by without the Company that should have been made imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) and the Executive thereafter is required to make a payment of any Excise Taxsuch event, the Accounting Determination 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 ExecutiveExecutive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

Determinations. Subject to the provisions of Section 11(c)6.3, all determinations required to be made under this Section 106, including whether and when a 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 an the nationally recognized certified public accounting firm of national standing reasonably selected used by the Company immediately prior to the effective date of the Change in Control or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm”), which . The Accounting Firm shall provide detailed supporting calculations both to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. Subject to Section 6.5 below, any Gross-Up Payment, as determined pursuant to this Section 6.2, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. For purposes of making the calculations required by this Section 6, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. As a result of the possible 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 that 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 11(c) 6.3 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.

Determinations. Subject to the provisions of Section 11(c8.8(c), all determinations required to be made under this Section 108.8, including whether and when a 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 an accounting firm of national standing reasonably selected by the Company Xxxxxx (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company Xxxxxx and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyXxxxxx. Any GrossXxxxx-Up Payment, as determined pursuant to this Section 118.8, shall be paid by the Company Xxxxxx to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyXxxxxx. Any determination by the Accounting Firm shall be binding upon the Company Xxxxxx and the Executive. As a result of the possible uncertainty in 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 will not have been made by the Company Xxxxxx that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company Xxxxxx exhausts its remedies pursuant to Section 11(c8.8(c) 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 Xxxxxx to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c10(c), all determinations required to be made under this Section 10, including whether and when a 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 an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 1110, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in 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 will not have been made by the Company that 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 11(c10(c) 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.

Determinations. Subject to the provisions of Section 11(c9(c), all determinations required to be made under this Section 109, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an Golden Parachute Tax Solutions LLC or such other nationally recognized certified public accounting firm of national standing reasonably selected as may be designated by the Company Executive (the “Accounting Firm”), which . The Accounting Firm shall provide detailed supporting calculations both to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, Payment or such earlier time as is requested by the Company. Any Gross-Up PaymentIn the event that the Accounting Firm is serving as accountant or auditor for the individual, as determined pursuant to this Section 11entity, shall be paid by or group effecting the Company to change of control, the Executive within five business days of may appoint another nationally recognized accounting firm to make the receipt of determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm’s determination and calculationsFirm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible 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 that will not have been made by the Company that should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c9(c) 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.

Determinations. Subject to the provisions of Section 11(c7.3(c), all determinations required to be made under this Section 107.3, including whether and when a 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 an a nationally recognized certified public accounting firm of national standing reasonably selected designated by the Company Executive (the “"Accounting Firm”), which shall provide detailed supporting calculations both to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 117.3, shall be paid by the Company to the Executive within five business (5) days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in the application of Section 4999 and Section 409A of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company that 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 11(c7.3(c) 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.

Determinations. Subject to the provisions of Section 11(c), all determinations required to be made under this Section 1011, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an a nationally recognized certified public accounting firm of national standing reasonably selected as may be designated by the Company Employee (the “Accounting Firm”), which . The Accounting Firm shall provide detailed supporting calculations both to both the Company and the Executive Employee within 15 business days of the receipt of written notice from the Executive Employee that there has been a Payment, Payment or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by In the Company to the Executive within five business days of the receipt of event that the Accounting Firm’s determination and calculationsFirm is serving as accountant or auditor for the individual, entity, or group effecting the change of control, the Employee may 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 determination by the Accounting Firm shall be binding upon the Company and the ExecutiveEmployee. As a result of the possible 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 that will not have been made by the Company that should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) and the Executive Employee 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 ExecutiveEmployee.

Determinations. Subject to the provisions of Section 11(c7.8(c), all determinations required to be made under this Section 107.8, including whether and when a 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 an accounting firm of national standing reasonably selected by the Company Xxxxxx (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company Xxxxxx and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyXxxxxx. Any GrossXxxxx-Up Payment, as determined pursuant to this Section 117.8, shall be paid by the Company Xxxxxx to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations's determination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyXxxxxx. Any determination by the Accounting Firm shall be binding upon the Company Xxxxxx and the Executive. As a result of the possible uncertainty in 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 will not have been made by the Company Xxxxxx that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company Xxxxxx exhausts its remedies pursuant to Section 11(c7.8(c) 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 Xxxxxx to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c7.3(c), all determinations required to be made under this Section 107.3, including whether and when a 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 an a nationally recognized certified public accounting firm of national standing reasonably selected designated by the Company Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 117.3, shall be paid by the Company to the Executive within five business (5) days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in the application of Section 4999 and Section 409A of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company that 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 11(c7.3(c) 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.

Determinations. Subject to the provisions of Section 11(c7.8(c), all determinations required to be made under this Section 107.8, including whether and when a 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 an accounting firm of national standing reasonably selected by the Company Fxxxxx (the “Accounting 11 Firm”), which shall provide detailed supporting calculations to both the Company Fxxxxx and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyFxxxxx. Any GrossGxxxx-Up Payment, as determined pursuant to this Section 117.8, shall be paid by the Company Fxxxxx to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyFxxxxx. Any determination by the Accounting Firm shall be binding upon the Company Fxxxxx and the Executive. As a result of the possible uncertainty in 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 will not have been made by the Company Fxxxxx that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company Fxxxxx exhausts its remedies pursuant to Section 11(c7.8(c) 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 Fxxxxx to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c)9(c) below, all determinations required to be made under this Section 109, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company Ernst & Young LLP (the “Accounting Firm”), which . The Accounting Firm shall provide detailed supporting calculations both to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, Payment or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible 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 that will not have been made by the Company that should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c9(c) below 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.

Determinations. Subject to the provisions of Section 11(c2.5(c), all determinations required to be made under this Section 102.5, including whether and when a Gross-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 an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 112.5, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in 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 will not have been made by the Company that 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 11(c2.5(c) 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.

Determinations. Subject to the provisions of Section 11(c3(b), all determinations required to be made under this Section 103(b), including whether and when a 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 an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive Participant within 15 business days of the receipt of written notice from the Executive Participant that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 113(c), shall be paid by the Company to the Executive Participant within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveParticipant. As a result of the possible uncertainty in 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 will not have been made by the Company that 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 11(c3(d) and the Executive Participant 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 ExecutiveParticipant.

Determinations. Subject to the provisions of Section 11(c), all determinations required to be made under this Section 1011, including whether and when a 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 an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in 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 will not have been made by the Company that 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 11(c) 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.

Determinations. Subject to the provisions of Section 11(c6.3(c), all determinations required to be made under this Section 106.3, including whether and when a 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 an a nationally recognized certified public accounting firm of national standing reasonably selected designated by the Company Executive (the “"Accounting Firm”"), which shall provide detailed supporting calculations both to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 116.3, shall be paid by the Company to the Executive within five business (5) days of the receipt of the Accounting Firm’s determination and calculations's determination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible 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 that will not have been made by the Company that 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 11(c6.3(c) 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.

Determinations. Subject to the provisions of Section 11(c5(j)(iii), all determinations required to be made under this Section 105(j), including whether and when a Gross-Gross Up Payment is required and the amount of such Gross-Gross Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Gross Up Payment, as determined pursuant to this Section 11section, shall be paid by the Company to the Executive within five business (5) days of the receipt of the Accounting Firm’s determination and calculationsdetermination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Gross Up Payments will not have been made by the Company that 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 11(c) this section or related sections 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.

Determinations. Subject to the provisions of Section 11(c7.8(c), all determinations required to be made under this Section 107.8, including whether and when a 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 an accounting firm of national standing reasonably selected by the Company Fulton (the “Accounting Firm”"ACCOUNTING FIRM"), which shall provide detailed supporting supxxxxxxg calculations to both the Company Fulton and the Executive within 15 business days of the receipt of written xx xxxtten notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyFulton. Any Gross-Up Payment, as determined pursuant to this Section 11Secxxxx 0.8, shall be paid by the Company Fulton to the Executive within five business days of the receipt of the Accounting Axxxxxxing Firm’s determination and calculations's determination. All fees and expenses of the Accounting Firm shall be borne solely by the CompanyFulton. Any determination by the Accounting Firm shall be binding upon the Company bindinx xxxx Fulton and the Executive. As a result of the possible uncertainty in application uncertaintx xx xpplication 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 will not have been made by the Company Fulton that should have been made (“Underpayment”"UNDERPAYMENT"), consistent with the wxxx xxe calculations required to be made hereunder. In the event that the Company Fulton exhausts its remedies pursuant to Section 11(c7.8(c) and the Executive Xxxxxxive 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 Fulton to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 11(c)1(c) below, all determinations required to be made under this Section 101, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company Ernst & Young LLP (the “Accounting Firm”), which . The Accounting Firm shall provide detailed supporting calculations to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, Payment or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible 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 that will not have been made by the Company that should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c1(c) below and the Executive is thereafter is required by a taxing authority to make a payment of any Excise TaxTax as the result of an Underpayment, 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.

Determinations. Subject to the provisions of Section 11(c5(c), all determinations required to be made under this Section 105, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an PricewaterhouseCoopers LLP or such other nationally recognized certified public accounting firm of national standing reasonably selected as may be designated by the Company Executive (the “Accounting Firm”), which . The Accounting Firm shall provide detailed supporting calculations both to both the Company and the Executive within 15 business days of the receipt of written notice from the Executive that there has been a Payment, Payment (as defined below) or such earlier time as is requested by the Company. Any Gross-Up PaymentIn the event that the Accounting Firm is serving as accountant or auditor for the individual, as determined pursuant to this Section 11entity, shall be paid by or group effecting the Company to Change in Control, the Executive within five business days of may appoint another nationally recognized accounting firm to make the receipt of determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm’s determination and calculationsFirm hereunder). All The Company shall solely bear all fees and expenses of the Accounting Firm shall be borne solely by the CompanyFirm. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible 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 that will not have been made by the Company that should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c5(c) 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. The Company and Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by this Section 5(b).