Common use of Determination by Experts Clause in Contracts

Determination by Experts. If the Participant and the Bank shall disagree as to whether a payment under this Agreement could result in the loss of a deduction, the matter shall be resolved by an opinion of the Bank's general legal counsel, or if the Bank's general legal counsel is unable to provide such an opinion, counsel selected by the Bank and agreed to by the Participant. Counsel's opinion need not be unqualified. Counsel's opinion shall be based on determinations of the Base Amount and Excess Parachute Payments, as such terms are defined by Section 280G of the Code or its successor, by the Bank's outside auditing firm, or if the Bank's outside auditing firm is unable to make such determinations, a consulting firm chosen by the Bank and agreed to by the Participant. The Bank shall pay the fees and expenses of such counsel and consulting firm, and shall make available such information as may be reasonably requested by such counsel and consulting firm to prepare the opinion. If the maximum amount payable to the Participant pursuant to this Section cannot be determined prior to the due date for such payment, the Bank shall pay the remaining amount as soon as practicable after such remaining amount is determined.