Independent Firm. Subject to the provisions of Section 8(c) of this Agreement, all determinations required to be made under this Section 8, including whether and when an Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment and the assumptions utilized in arriving at such determinations, shall be made by an independent accounting or consulting firm chosen by the Company (the “Firm”). The Firm shall provide detailed supporting calculations to the Company and to the Executive within thirty (30) business days after the receipt of notice from the Company or the Executive that there has been a benefit provided to which these Excise Tax provisions apply (or such earlier time as requested by the Company). Any Excise Tax Adjustment Payment shall be paid by the Company to the Executive within fifteen (15) business days after the Company’s receipt of the Firm’s determination.
Independent Firm. All determinations required to be made under this Section 10, including whether and when an Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment and the assumptions utilized in arriving at such determinations, shall be made by an independent accounting or consulting firm chosen by the Company (the “Firm”). The Firm shall provide detailed supporting calculations to the Company and to the Executive within thirty (30) business days after the receipt of notice from the Company or the Executive that there has been a Potential Parachute Benefit provided to which these Excise Tax provisions apply (or such earlier time as requested by the Company). Any Excise Tax Adjustment Payment shall be paid by the Company to the Executive within fifteen (15) business days after the Company’s receipt of the Firm’s determination.
Independent Firm. 18 Section 9.20 Inland Revenue........................18 Section 9.21 IRS...................................18 Section 9.22 New NTL Affiliate.....................18 Section 9.23 New NTL Digital Affiliate.............18 Section 9.24 New NTL Group.........................18 Section 9.25
Independent Firm. Independent Firm" means an accounting firm which has not, except pursuant to Section 8.3, performed any services since the Separation Date for Euroco, New NTL or any of their Affiliates.
Independent Firm. 6.03(b) Intercompany Loan .............................. 5.14 IPO ............................................ 2.03 Loss ........................................... 8.02
Independent Firm. The Holders shall have access to X.X. Xxxxxx at all times for, among other things, updates on the status of X.X. Xxxxxx'x work and questions about the scope and substance thereof. Xxxx Xxxxxxx LLC on behalf of the Holders shall have the right to employ Nightingale & Associates LLC (or a similar consulting firm) as their financial advisors, with the expenses of such consulting firm to be for the account of the Company. Such consulting firm shall provide copies of detailed monthly bills to the Company. Such consulting firm shall have access at all times to the officers, employees, records and other information of the Company and its Subsidiaries; provided, however, that absent a Default or Event of Default, the fees and expenses thereof, together with all fees and expenses of Argus Management Corporation or any other consulting firm that may be hired by the Agent or its counsel in connection with the Bank Loan Agreement, shall not exceed, in the aggregate, (1) $75,000 per month for the period commencing on the Fourth Amendment Effective Date through the earlier to occur of the month in which the outstanding principal amount of Term Loans and Notes is less than $36,000,000 and November 30, 2002 (it being understood that such amount shall be pro rated for any partial calendar months) and (2) $37,500 per month thereafter. However, the foregoing fee limitations shall not be imposed in the event the Company fails to provide to the Holders (i) on the Fourth Amendment Effective Date and by Thursday of each calendar week thereafter, a 13-week statement of cash flows in the form being provided to the Agent and the Holders immediately prior to the Fourth Amendment Effective Date, (ii) on the Fourth Amendment Effective Date and on the 10th and 25th of each calendar month thereafter, monitoring reports (including without limitation the form of monitoring report attached hereto as Annex A), in form and substance satisfactory to the Holders, concerning the various actions proposed by the Company to comply with the schedule of Principal Payments set forth in Section 14.3 hereof, (iii) daily reports regarding the cash balances of the Company and its Affiliates, which reports shall be in a form reasonably acceptable to the Holders and (iv) evidence, in form and substance satisfactory to the Holders, that each of the items set forth in the Documentation Punch List Letter to be completed after the Fourth Amendment Effective Date has been completed in a manner satisfactory to t...
Independent Firm. It is understood that WRA is an independent firm, and is not an agent, employee, legal representative, or partner of PIMI XXXXXX. As an independent firm, WRA is solely responsible for determining the means and methods for performing the work under this Agreement in accordance with the terms of this agreement. WRA will determine the time, place, and manner of performance of the work in accordance with the terms of this Agreement.
Independent Firm. It is expressly agreed and understood by and between the City and the Firm that Interim Professionals are independent contractors working for the Firm and, as such, the Interim Professionals are not City employees, and are not entitled to payment or compensation from the City or to any fringe benefits to which other City employees are entitled (other than as set forth herein). As an Independent Contractor to the Firm, the Interim Professionals are fully aware that they are solely responsible for payment of any and all income taxes, FICA, withholding, unemployment insurance, health insurance, disability insurance, life insurance, workers compensation insurance, or other taxes due and owing any governmental entity whatsoever as a result of this Agreement. As an Independent Contractor, Interim Professional will not make any claim, demand of application to or for any right or privilege applicable to any officer or employee of the City, including but not limited to workmen’s compensation coverage, unemployment insurance benefits, social security coverage, or retirement membership or credit (other than as set forth herein). Notwithstanding the foregoing, if applicable City shall be responsible to pay any alternative pension contributions as required by state law that arise as a result of the Services provided hereunder; City agrees that it shall otherwise pay no wages, salary or other forms of direct or indirect compensation, including employee benefits, to any employee of the Firm.
Independent Firm. 8.1 Where either the Vendor or the Purchaser is entitled to refer, under Clause 5.5 or 7.7, any Completion Accounts Disputed Matters or any Milestone Disputed Matters, as the case may be (the "Relevant Disputed Matters"), to an Independent Firm, the Vendor or the Purchaser may refer such Relevant Disputed Matters to an independent firm of chartered accountants as may be agreed between the Purchaser and the Vendor or, in default of such agreement within 10 Business Days following the expiry of the Completion Accounts Dispute Resolution Period or Milestone Dispute Resolution Period, as the case may be, as may (on the application of either the Purchaser or the Vendor) be nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales (the "Independent Firm").
Independent Firm. The parties are independent Firms under this Agreement and no other relationship is intended, including a partnership, franchise, joint venture, agency, employer/employee, fiduciary, master/servant relationship, or other special relationship. Neither party shall act in a manner which expresses or implies a relationship other than that of independent Firm, nor bind the other party.
