Determination Procedures Sample Clauses

The Determination Procedures clause outlines the process by which decisions or judgments are made regarding specific issues or disputes under the agreement. Typically, it sets out the steps parties must follow, such as submitting evidence, appointing an independent expert, or adhering to a timeline for making determinations. This clause ensures that there is a clear, agreed-upon method for resolving uncertainties or disagreements, thereby reducing the risk of prolonged disputes and providing a structured path to resolution.
Determination Procedures. All determinations required to be made under this Appendix shall be made by the Independent Auditors in accordance with the following procedures: (a) In determining the total dollar amount of the Parachute Payment attributable to the Payments, the Independent Auditors shall make a reasonable determination of the value to be assigned to the restrictive covenants which will be in effect for the Executive pursuant to the Employment Agreement, and the amount of his potential Parachute Payments shall reduced by the value of those restrictive covenants. (b) Within ten (10) business days after each receipt of written notice from the Company or the Executive that a Parachute Payment has or is to be made, then the Independent Auditors shall provide both the Executive and the Company with a written determination of the Parachute Payment attributable to that Payment, together with detailed supporting calculations with respect to the Gross-Up Payment to which the Executive is entitled hereunder by reason of those various Parachute Payments. The Company shall pay the resulting Gross-Up Payment to the Executive within three (3) business days after receipt of such determination or (if later) contemporaneously with the Payment triggering such Gross-Up Payment. (c) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any Payment or the method of valuation therefor, the characterization afforded to such payment by the Regulations (or such decisions) shall, together with the applicable valuation methodology, be controlling. All other determinations by the Independent Auditors shall be made on the basis of “substantial authority” (within the meaning of Section 6662 of the Code). (d) The Company and the Executive shall each provide the Independent Auditors with access to and copies of any books, records and documents in their possession which may be reasonably requested by the Independent Auditors and shall otherwise cooperate with the Independent Auditors in connection with the preparation and issuance of the determinations contemplated by this Appendix. (e) All fees and expenses of the Independent Auditors and the appraisers shall be borne solely by the Company, and to the extent those fees or expenses are treated as a Parachute Payment, they shall be taken into account in the calculation of the Gross-Up Payment to which the Executive is entitled under this Appendix.
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Determination Procedures. All determinations required to be made under this Part Three shall be made by the Company or Dell and certified by the Independent Auditors in accordance with the following procedures: (a) Within ten (10) business days after the closing of the Merger, the Company shall provide you with a written determination of the COC Payments attributable to your Acquisition-Accelerated Options, Acquisition-Accelerated RSUs and Acquisition-Accelerated Stock Appreciation Rights (if any), the COC Payment attributable to your Change in Control Benefits under Part Two, and any Other COC Payment to which you are entitled, together with detailed supporting calculations with respect to the Gross-Up Payment due you by reason of those various COC Payments and a certification by the Independent Auditors of the accuracy of such calculations. The Company shall pay the resulting Gross-Up Payment to you within three (3) business days after receipt of such determination.
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Related to Determination Procedures

  • Selection Procedures In selecting the Loan Assets to be Pledged pursuant to this Agreement, no selection procedures were employed which are intended to be adverse to the interests of the Lenders.

  • Election Procedures (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.

  • Evaluation Procedures The following procedures for employee evaluation shall be utilized for the term of this Agreement: 1. Orientation materials related to evaluation procedures will be provided to all employees by the 10th school day. 2. Employees shall submit to their evaluator a complete listing of proposed objectives, and measurement activities related thereto, to be considered in the annual evaluation by the 25th school day. 3. The evaluator shall have completed by 30th school day annual objective setting conference with employee. 4. The evaluator shall by the 40th school day determine and shall provide the employee with a complete listing of actual objectives from those proposed by the evaluator and employee, and measurement activities from those proposed by the evaluator and employee, and measurement activities related thereto, that will be incorporated in the annual evaluation that the evaluator will prepare for the employee. The objectives and related measurement activities referred to herein shall be in accordance with the employee job description prescribed by the District. The District will make every attempt to have the number of objectives required to be uniform from site to site. 5. Within a reasonable time after the request, the evaluator shall be provided with a written progress report from the employee containing the latter's perception of the progress being made toward the achievement of the objectives prescribed in Item 3, above. During the course of the evaluation period, circumstances may change which may result in the modification of the original standards and objectives. These changes may be initiated by the supervisor or the employee. Agreement of both parties is required. 6. The evaluator, by the 145th school day, shall have conducted classroom observations in order to gather data on employee performance as the evaluator believes to be related to: A. The actual objectives and measurement activities described in Item 3, above; B. Other criteria for employee evaluation and appraisal that are established by the District ▇▇▇▇▇ Act Guidelines. At the discretion of the evaluator, tenured teachers may receive only one (1) formal instructional observation per year. Probationary teachers will receive two (2) formal instructional observations per year. Prior to conducting formal instructional observations regarding the teacher's duties related to the instructional objectives herein described, the teacher shall be notified of the observation prior to the beginning of the teacher's actual instructional day. Upon the request of the evaluatee or when, in the evaluator's judgment, additional instructional classroom observations are necessary, such observations may be conducted. Within a reasonable time, an employee shall be provided with a written statement regarding instructional observations that have been conducted. Such written statements shall contain a summary of the instructional activities observed, and any suggestions being made by the observer for possible improvement by the employee to include, but not be limited to, the following: 1) Specific directives for improvement 2) Assistance to implement such directives as (a) Provisions of additional resources; (b) Mandatory training programs designed to improve performance to be paid by the District. A final and written report of the achievement of objectives, and measurement information related thereto shall be submitted by the employee to the evaluator by the 140th school day. 7. The evaluator shall prepare a written District evaluation form of employee performance and transmit the evaluation to the employee. The employee may submit a written reaction or response to the evaluation and such response shall be attached to the evaluation and placed in the employee's permanent personnel file which shall be maintained in the District Office. Permanent employees shall be evaluated at least once every other year, and in no event later than 30 days before the last school day scheduled on the school calendar of the current school year. Probationary employees shall be evaluated at least once each year and in no event later than the 150th school day. 8. Employees who meet each of the following conditions shall be evaluated up to every five

  • Termination Procedures The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.

  • ESCALATION PROCEDURES 48.1 The Standard Practices outlines the escalation process which may be invoked at any point in the Service Ordering, Provisioning, and Maintenance processes to facilitate rapid and timely resolution of disputes.