Determination Process. The Executive Director and/or the IRS may make the determinations described in 7.1.1 through 7.1.5 above (i) in coordination with each other; (ii) upon each party’s own volition with written notice to the other party; or (iii) upon the reasonable request of a Member and/or third party as determined by the IRS in coordination with the Executive Director.
Determination Process. The determination of whether it is necessary to decrease the Total Payments pursuant to Section 5(b) hereof must be made in good faith by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company. This determination, together with supporting calculations and documentation, will be provided to the Company and you within forty-five (45) days after your final day of employment, and will be conclusive and binding upon you and the Company, absent manifest error. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control, we shall appoint another nationally recognized accounting firm to make the determination required under this agreement (in which case, that accounting firm will be referred to as the “Accounting Firm” under this agreement). We shall bear all fees of the Accounting Firm. If a reduction in the Total Payments is necessary, reduction shall occur in the following order: (A) by first reducing or eliminating the portion of the Total Payments which are not payable in cash and are not attributable to equity awards (other than that portion of the Total Payments subject to clause (C) hereof), (B) then by reducing or eliminating cash payments (other than that portion of the Total Payments subject to clause (C) hereof), (C) then by reducing or eliminating the portion of the Payments which are not payable in cash and are attributable to equity awards, and (D) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time.
Determination Process. The determination of whether it is necessary to decrease a payment or benefit to be paid under this agreement must be made in good faith by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company. This determination will be conclusive and binding upon you and the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the transaction giving rise to the characterization of any payments as “parachute payments,” we shall appoint another nationally recognized accounting firm to make the determination required under this agreement (in which case, that accounting firm will be referred to as the “Accounting Firm” under this agreement). We shall bear all fees of the Accounting Firm. If a reduction is necessary, the Company shall first reduce the Retention Bonus to the fullest extent necessary, and second reduce any other payment or benefit in the Company’s discretion as may be necessary, so that after such reductions no portion of any payment or benefit to be paid to you will be an excess parachute payment subject to the deduction limits under Code section 280G and the excise tax under Code section 4999. However, no payment of “deferred compensation” (as defined under Treasury regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury regulation sections 1.409A-1(b)(3) through (b)(12)) may be reduced to the extent that a reduction can be made to any payment or benefit that is not “deferred compensation.”
Determination Process. 24.01 The process used by the Polytechnic to determine appropriate Bargaining Unit placement shall be as follows: DocuSign Envelope ID: A7539E14-49B5-432A-97FB-BA46F0CE3F53
Determination Process. The Customer agrees with the understanding that Internet Lightspeed does not maintain field technicians to make service determinations. Internet Lightspeed does have Support Technicians available to assist with the required testing of the Internet Lightspeed Broadband connection. The Customer agrees to assist Internet Lightspeed personnel in conducting a direct test of their connection by bypassing all internal networking, Customer configured equipment, and devices. This includes, but not limited to, routers, firewall devices, WiFi connections, etc. The Customer agrees that only a direct connection to the modem via the method, as directed by Internet Lightspeed personnel, shall be the sole determining factor to confirm a Service Disruption, which will allow coverage under this SLA, TOS, and all Internet Lightspeed policies.
Determination Process. Within seven (7) days following the end of each Performance Period, Partner will provide Google with a Performance Commitment Notice in writing (email sufficient) to Google main contact person, account manager. Each Performance Commitment Notice set forth at Exhibit D will include information sufficient for Google to determine whether the Partner Entities have met the Performance Commitments under this Agreement. In the event that Google reasonably disagrees with Partner’s determination set forth in a Performance Commitment Notice, it will so notify Partner within thirty (30) days following the end of each Performance Period (each such notification, a “Performance Commitment Disagreement Notice”), and the Parties will promptly negotiate in good faith to resolve the dispute. In the event Google does not notify Partner within thirty (30) days following receipt of a Performance Commitment Notice, it will be deemed to have accepted Partner’s determination set forth in that Performance Commitment Notice. In the event that a disagreement under this Section 4.2 is not resolved by the end of the twentieth (20th) day following the delivery of the Performance Commitment Disagreement Notice (each a “Disagreement”), then each Party will escalate the Disagreement to an appropriate executive level representative (the “Executive Contacts”) for resolution. After such escalation, the Executive Contacts will meet in person or by phone and attempt in good faith to resolve such Disagreement.
Determination Process. In response to a disclosure under Section 3.3 above or information ADOT obtains independent of a Consultant or Proposer, and in response to requests for waiver, ADOT will conduct a review. State Engineer or designee will determine whether a Consultant has an actual potential or perceived Conflict of Interest that should prevent the Consultant from (i) being a Proposer, (ii) participating as an equity owner, team member, consultant or subconsultant of or to a Proposer for the Project, (iii) having a financial interest in any of the foregoing entities with respect to the Project, or (iv) otherwise participating in the design, supply, construction/installation, financing, operations or maintenance of the Project. ADOT will also analyze what actions may be appropriate to avoid, neutralize or mitigate any actual, potential or perceived Conflict of Interest. The State Engineer or designee retains the ultimate and sole discretion to act on behalf of ADOT hereunder and to determine on a case-by-case basis whether an actual, potential or perceived Conflict of Interest exists, whether to grant a waiver, and what actions may be appropriate to avoid, neutralize, or mitigate any actual, potential or perceived Conflict of Interest. Once the State Engineer or designee makes this determination, ADOT will send the Consultant a written notice regarding the decision and, if participation is approved, whether the approval and participation is limited or subject to the Consultant meeting certain conditions.
Determination Process. 25.01 The process used by the College to determine appropriate bargaining unit placement shall be as follows:
Determination Process. In response to a disclosure under Section 3.3 above or information ADOT obtains independent of a Consultant or Proposer, and in response to requests for waiver, ADOT will conduct a review. State Engineer or designee will determine whether a Consultant has an actual potential or perceived Conflict of Interest that should prevent the Consultant from (i) being a Proposer, (ii) participating as an equity owner, team member, consultant or subconsultant of or to a Proposer for the Project, (iii) having a financial interest in any of the foregoing entities with respect to the Project, or (iv) otherwise participating in the design, supply, construction/installation, financing, operations or maintenance of the Project. ADOT will also analyze what actions may be appropriate to avoid, neutralize or mitigate any actual, potential or perceived Conflict of Interest.
Determination Process. (A) Within 45 days after the expiration of each Quarter the Acquiror's Chief Financial Officer shall prepare and deliver to the Stockholders' Agent (on behalf of the Target Stockholders): (i) a statement in reasonable detail setting forth the calculation of Gross Profit and the number of Earn-out Shares to be issued (the "GROSS PROFIT STATEMENT"). In connection with preparing the Gross Profit Statement, and any disputes relating thereto, each party will give the other party and its representatives access to the relevant books and records of the Acquiror and Surviving Corporation during normal business hours.
