Determination by the Executive Clause Samples

The "Determination by the Executive" clause grants the executive of an organization the authority to make final decisions on specific matters outlined in the agreement. In practice, this means that if there is uncertainty, dispute, or a need for interpretation regarding certain terms or actions, the executive has the power to resolve the issue unilaterally. This clause is commonly used to streamline decision-making and avoid prolonged disputes, ensuring that operational or contractual ambiguities can be addressed efficiently by a designated leader.
Determination by the Executive. (i) If ▇▇▇▇▇▇▇▇ shall fail (a) to deliver a Certificate to the Executive or (b) to pay to the Executive the amount of the Gross-up Payment, if any, within 14 days after receipt from the Executive of a written request for a Certificate, or if at any time following receipt of a Certificate the Executive disputes the amount of the Gross-up Payment set forth therein, the Executive may elect to demand the payment of the amount which the Executive, in accordance with an opinion of counsel to the Executive ("Executive Counsel Opinion"), determines to be the Gross-up Payment. Any such demand by the Executive shall be made by delivery to ▇▇▇▇▇▇▇▇ of a written notice which specifies the Gross-up Payment determined by the Executive and an Executive Counsel Opinion regarding such Gross-up Payment (such written notice and opinion collectively, the "Executive's Determination"). Within 14 days after delivery of the Executive's Determination to ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ shall either (a) pay the Executive the Gross-up Payment set forth in the Executive's Determination (less the portion of such amount, if any, previously paid to the Executive by ▇▇▇▇▇▇▇▇) or (b) deliver to the Executive a Certificate specifying the Gross-up Payment determined by ▇▇▇▇▇▇▇▇'▇ independent auditors, together with an opinion of ▇▇▇▇▇▇▇▇'▇ counsel ("▇▇▇▇▇▇▇▇ Counsel Opinion"), and pay the Executive the Gross-up Payment specified in such Certificate. If for any reason ▇▇▇▇▇▇▇▇ fails to comply with clause (b) of the preceding sentence, the Gross-up Payment specified in the Executive's Determination shall be controlling for all purposes. (ii) If the Executive does not make a request for, and ▇▇▇▇▇▇▇▇ does not deliver to the Executive, a Certificate, ▇▇▇▇▇▇▇▇ shall, for purposes of Paragraph 7(j), be deemed to have determined that no Gross-up Payment is due.
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Determination by the Executive. If at any time following determination of the Gross-up Payment by the Accounting Firm, the Executive disputes the amount of the Gross-up Payment, the Executive may elect to demand payment of the amount which the Executive, in accordance with an opinion of counsel to the Executive ("Executive Counsel Opinion"), determines to be the Gross-up Payment. Any such demand by the Executive shall be made by delivery to the Corporation of a written notice which specifies the Gross-up Payment determined by the Executive and an Executive Counsel Opinion regarding such Gross-up Payment (such written notice and opinion collectively, the "Executive's Determination"). Within 14 days after delivery of the Executive's Determination to the Corporation, the Corporation shall either (i) pay the Executive the Gross-up Payment set forth in the Executive's Determination (less the portion of such amount, if any, previously paid to the Executive by the Corporation) or (ii) deliver to the Executive a certificate specifying the Gross-up Payment determined by the Accounting Firm, together with an opinion of the Corporation's counsel ("Corporation Counsel Opinion"), and pay the Executive the Gross-up Payment specified in such certificate. If for any reason the Corporation fails to comply with clause (ii) of the preceding sentence, the Gross-up Payment specified in the Executive's Determination shall be controlling for all purposes.
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Determination by the Executive. (1) If at any time within 90 days following determination of the Gross-up Payment by the Accounting Firm, the Executive disputes the amount of the Gross-up Payment, the Executive may accept the amount determined under Section 11(b) without prejudice and may elect to demand payment of the additional amount which the Executive, in accordance with an opinion of counsel to the Executive (“Executive Counsel Opinion”), determines to be the full Gross-up Payment. Any such demand by the Executive shall be made by delivery to the Corporation of a written notice that specifies the Gross-up Payment determined by the Executive and an Executive Counsel Opinion regarding such Gross-up Payment (such written notice and opinion collectively, the “Executive’s Determination”). (2) Within 14 days after delivery of the Executive’s Determination to the Corporation, the Corporation shall either (i) pay the Executive the additional Gross-up Payment set forth in the Executive’s Determination or (ii) deliver to the Executive a certificate specifying the Gross-up Payment determined by the Accounting Firm, together with an opinion of the Corporation’s counsel (“Corporation Counsel Opinion”), and pay the Executive the Gross-up Payment specified in such certificate (less the portion of such amount, if any, previously paid to the Executive by the Corporation). If for any reason the Corporation fails to comply with clause (ii) of the preceding sentence, the Gross-up Payment specified in the Executive’s Determination shall be controlling for all purposes.
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Determination by the Executive. (a) If the Company shall fail to deliver a Certificate to the Executive (and to pay to the Executive the amount of the Gross-up Payment, if any) within 14 days after receipt from the Executive of a written request for a Certificate, or if at any time following receipt of a Certificate the Executive disputes the amount of the Gross-up Payment set forth therein, the Executive may
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Determination by the Executive. (a) If the Company shall fail to deliver a Certificate to the Executive (and to pay to the Executive the amount of the Gross-up Payment, if any) within 14 days after receipt from the Executive of a written request for a Certificate, or if at any time following receipt of a Certificate the Executive disputes the amount of the Gross-up Payment set forth therein, the Executive may elect to demand the payment of the amount which the Executive, in accordance with an opinion of counsel to the Executive ("Executive Counsel Opinion")(as defined in Section 5.5, below), determines to be the Gross-up Payment. Any such demand by the Executive shall be made by delivery to the Company of a written notice which specifies the Gross-up Payment determined by the Executive and an Executive Counsel Opinion regarding such Gross-up Payment (such written notice and opinion collectively, the "Executive's Gross-Up Determination"). Within 14 days after
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Determination by the Executive. (i) If Railway shall fail (A) to deliver a Certificate to the Executive or (B) to pay to the Executive the amount of the Gross-up Payment, if any, within 14 days after receipt from the Executive of a written request for a Certificate, or if at any time following receipt of a Certificate the Executive disputes the amount of the Gross-up
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Determination by the Executive. (i) If Railway shall fail (A) to deliver a Certificate to the Executive or (B) to pay to the Executive the amount of the Gross-up Payment, if any, within 14 days after receipt from the Executive of a written request for a Certificate, or if at any time following receipt of a Certificate the Executive disputes the amount of the Gross-up Payment set forth therein, the Executive may elect to demand the payment of the amount which the Executive, in accordance with an opinion of counsel to the Executive ("Executive Counsel Opinion"), determines to be the Gross-up Payment. Any such demand by the Executive shall be made by delivery to Railway of a written notice which specifies the Gross-up Payment determined by the Executive and an Executive Counsel Opinion regarding such Gross-up Payment (such written notice and opinion collectively, the "Executive's Determination"). Within 14 days after delivery of the Executive's
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Related to Determination by the Executive

  • Termination by the Executive The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):

  • Termination by the Employee The Employee may terminate this Agreement at any time, for any reason or for no reason at all, by giving notice thereof to the Corporation at least thirty (30) days before the effective date of such termination. The Employment Period shall terminate as of the date of such termination of employment.

  • Resignation by the Executive Executive may voluntarily resign from his employment with the Company, provided that Executive shall provide the Company with thirty (30) days advance written notice (which notice requirement may be waived, in whole or in part, by the Company in its sole discretion) of his intent to resign. If Executive so terminates his employment with the Company, other than in accordance with Section 4.5, the Company shall have no obligation other than the payment of the Accrued Obligations to the effective date of such termination.

  • Voluntary Termination by the Executive Notwithstanding anything in this Agreement to the contrary, the Executive may, upon not less than thirty (30) days' written notice to the Company, voluntarily terminate employment for any reason (including retirement under the terms of the Company's retirement plan as in effect from time to time).

  • Termination by the Employer The Employer may terminate the Employment Period (i) immediately upon the delivery of a Notice of Termination (as defined in Section 4.01(d) of this Agreement) by the Employer to the Executive setting forth the facts that indicate that a determination has been made that the Executive has a Disability in accordance with Section 4.02 of this Agreement; (ii) immediately upon delivery of a Notice of Termination by the Employer to the Executive setting forth the facts that indicate that an event constituting Cause (as defined in Section 4.03 of this Agreement) has occurred, or on such later date as may be set forth in such Notice of Termination; or (iii) at any time without Cause effective as of the 30th day following the delivery of a Notice of Termination by the Employer to the Executive, or on such later date as may be set forth in such Notice of Termination.