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. The Banks and the Agent 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. Xxxxxxx XxXxxxxxx LLP on behalf of the Banks and the Agent shall have the right to hire Argus Management Corporation (or a similar consulting firm) as their own consulting firm (with the expenses of such consulting firm to be set forth in detailed monthly bills and to be for the account of the Borrower), and such consulting firm shall have access at all times to the officers, employees, records and other information of the Borrower and their Subsidiaries and shall be permitted to review all calculations performed in connection with the preparation of each Borrowing Base Certificate to be delivered pursuant to Section 6.1(i) hereof; provided, however, that absent a Default or an Event of Default, such fees and expenses, together with all fees and expenses of Nightingale or any other advisor hired by the Senior Note Holders or their counsel in connection with the Note Purchase Agreements, shall not exceed, in the aggregate, (i) $75,000 per month for the period commencing on the Amendment No. 8 Effective Date through the earlier to occur of the month in which the outstanding principal amount of Term Loans and Senior 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 (ii) $37,500 per month thereafter. However, the foregoing fee limitations shall not be imposed in the event the Borrower fails to provide to the Agent (i) on the Amendment No. 8 Effective Date and on Thursday of each calendar week thereafter, a 13-week statement of cash flows in the form currently being provided to the Agent and the Senior Note Holders, (ii) on the Amendment No. 8 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 B), in form and substance satisfactory to the Agent, concerning the various actions proposed by the Borrower to comply with the schedule of Principal Payments set forth in Section 2.5(b) hereof, (iii) daily reports regarding cash balances of the Borrower and its Affiliates, which reports shall be in a form reasonably acceptable to the Agent and (iv) evidence, in form and substance satisfactory to the Agent, that each of the items set forth in the Documentation Pu...
Independent Firm. 6.03(b) Intercompany Loan .............................. 5.14 IPO ............................................ 2.03 Loss ........................................... 8.02
Independent Firm. The Contractor shall be legally considered an Independent Firm and neither the Firm nor its employees shall, under any circumstances, be considered servants or agents of the Owner. The Owner shall be at no time legally responsible for any negligence or other wrongdoing by the Firm, its servants, or agents. The Owner shall not withhold from the Contract payments to the Firm any federal or state unemployment taxes, federal or state income taxes, Social Security Tax or any other amounts for benefits to the Firm. Further, the Owner shall not provide to the Firm any insurance coverage or other benefits, including Workers' Compensation, normally provided by the Owner for its employees.
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.
Independent Firm. The FIRM is an independent contractor consistent with the Rules of Professional Conduct, and is not an employee or agent of the BOARD. Nothing in this agreement shall be interpreted to establish any relationship other than that of an independent contractor, between the BOARD and the FIRM, its employees, agents, subcontractors, or assigns, during or after the performance 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.
