Common use of Determinations Clause in Contracts

Determinations. Subject to the provisions of Section 7.8(c), all determinations required to be made under this Section 7.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton (the "ACCOUNTING FIRM"), which shall provide detailed sup▇▇▇▇▇▇g calculations to both Fulton and the Executive within 15 business days of the receipt ▇▇ ▇▇▇tten notice from the Executive that there has been a Payment, or such earlier time as is requested by Fulton. Any Gross-Up Payment, as determined pursuant to this Section 7.8, shall be paid by Fulton to the Executive within five days of the receipt of the Accoun▇▇▇▇ Firm's determination. All fees and expenses of the Accounting Firm shall be borne solely by Fulton. Any determination by the Accounting Firm shall be bindin▇ ▇▇▇▇ Fulton and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by Fulton that should have been made ("UNDERPAYMENT"), consistent w▇▇▇ ▇▇e calculations required to be made hereunder. In the event that Fulton exhausts its remedies pursuant to Section 7.8(c) and the ▇▇▇▇▇▇ive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c)11(c) of this Agreement, all determinations required to be made under this Section 7.811, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton the Company (the "ACCOUNTING FIRM"“Accounting Firm”), which shall provide detailed sup▇▇▇▇▇▇g supporting calculations to both Fulton the Company and the Executive within 15 fifteen (15) business days of the receipt ▇▇ ▇▇▇tten of written notice from the Executive that there has been a Payment, or such earlier time as is requested by Fultonthe Company. Any Gross-Up Payment, as determined pursuant to this Section 7.811, shall be paid by Fulton the Company to the Executive within five (5) business days of the receipt of the Accoun▇▇▇▇ Accounting Firm's determination’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by Fultonthe Company. Any determination by the Accounting Firm shall be bindin▇ ▇▇▇▇ Fulton binding upon the Company and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by Fulton the Company that should have been made ("UNDERPAYMENT"“Underpayment”), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton the Company exhausts its remedies pursuant to Section 7.8(c11(c) of this Agreement and the ▇▇▇▇▇▇ive Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c), all determinations required to be made under this Section 7.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton F▇▇▇▇▇ (the "ACCOUNTING FIRM"“Accounting Firm”), which shall provide detailed supsupporting calculations to both F▇▇▇▇▇▇g calculations to both Fulton ▇ and the Executive within 15 business days of the receipt ▇▇ ▇▇▇tten of written notice from the Executive that there has been a Payment, or such earlier time as is requested by FultonF▇▇▇▇▇. Any Gross-Up G▇▇▇▇-Up Payment, as determined pursuant to this Section 7.8, shall be paid by Fulton F▇▇▇▇▇ to the Executive within five days of the receipt of the Accoun▇▇▇▇ Accounting Firm's ’s determination. All fees and expenses of the Accounting Firm shall be borne solely by FultonF▇▇▇▇▇. Any determination by the Accounting Firm shall be bindin▇ binding upon F▇▇▇▇▇ Fulton and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by Fulton F▇▇▇▇▇ that should have been made ("UNDERPAYMENT"“Underpayment”), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton F▇▇▇▇▇ exhausts its remedies pursuant to Section 7.8(c) and the ▇▇▇▇▇▇ive Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton F▇▇▇▇▇ to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c1(b), all determinations required to be made under this Section 7.81, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton Ernst & Young (the "ACCOUNTING FIRM"“EY”), which . EY shall provide detailed sup▇▇▇▇▇▇g supporting calculations both to both Fulton the Company and the Executive within 15 20 business days following the consummation of the Transactions and within 20 business days following Executive’s receipt ▇▇ ▇▇▇tten notice from of any other Payment (provided, that no additional report shall be provided for each payment of COBRA premiums, unless the Executive that there has been a Paymentcost of such premiums changes). All fees and expenses of EY shall be borne solely by the Company. Subject to Section 1(c) below, or such earlier time as is requested by Fulton. Any any Gross-Up Payment, as determined pursuant to this Section 7.81(b), shall be paid remitted by Fulton the Company to the Executive within five days appropriate taxing authorities at the time when the Section 4999 excise tax is required to be withheld from any Payment to the Executive. For purposes of making the calculations required by this Section 1, EY may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the receipt of the Accoun▇▇▇▇ Firm's determination. All fees and expenses of the Accounting Firm shall be borne solely by Fulton. Any determination by the Accounting Firm shall be bindin▇ ▇▇▇▇ Fulton and the ExecutiveCode. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm EY hereunder, it is possible that Gross-Up Payments which will not have been made by Fulton that the Company should have been made ("UNDERPAYMENT"“Underpayment”), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton the Company exhausts its remedies pursuant to Section 7.8(c1(c) and the ▇▇▇▇▇▇ive Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm EY shall determine the amount of the Underpayment that has occurred and any such Underpayment plus any applicable interest or penalties shall be promptly paid within 10 days of such determination by Fulton the Company to or for the benefit of the Executive’s benefit.

Determinations. Subject to the provisions of Section 7.8(c11(c), all determinations required to be made under this Section 7.811, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton the Company (the "ACCOUNTING FIRM"“Accounting Firm”), which shall provide detailed sup▇▇▇▇▇▇g supporting calculations to both Fulton the Company and the Executive within 15 business days of the receipt ▇▇ ▇▇▇tten of written notice from the Executive that there has been a Payment, or such earlier time as is requested by Fultonthe Company. Any Gross-Up Payment, as determined pursuant to this Section 7.811, shall be paid by Fulton the Company to the Executive within five business days of the receipt of the Accoun▇▇▇▇ Accounting Firm's determination’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by Fultonthe Company. Any determination by the Accounting Firm shall be bindin▇ ▇▇▇▇ Fulton binding upon the Company and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by Fulton the Company that should have been made ("UNDERPAYMENT"“Underpayment”), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton the Company exhausts its remedies pursuant to Section 7.8(c11(c) and the ▇▇▇▇▇▇ive Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c8.8(c), all determinations required to be made under this Section 7.88.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton F▇▇▇▇▇ (the "ACCOUNTING FIRM"“Accounting Firm”), which shall provide detailed supsupporting calculations to both F▇▇▇▇▇▇g calculations to both Fulton ▇ and the Executive within 15 business days of the receipt ▇▇ ▇▇▇tten of written notice from the Executive that there has been a Payment, or such earlier time as is requested by FultonF▇▇▇▇▇. Any Gross-Up G▇▇▇▇-Up Payment, as determined pursuant to this Section 7.88.8, shall be paid by Fulton F▇▇▇▇▇ to the Executive within five days of the receipt of the Accoun▇▇▇▇ Accounting Firm's ’s determination. All fees and expenses of the Accounting Firm shall be borne solely by FultonF▇▇▇▇▇. Any determination by the Accounting Firm shall be bindin▇ binding upon F▇▇▇▇▇ Fulton and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by Fulton F▇▇▇▇▇ that should have been made ("UNDERPAYMENT"“Underpayment”), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton F▇▇▇▇▇ exhausts its remedies pursuant to Section 7.8(c8.8(c) and the ▇▇▇▇▇▇ive Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton F▇▇▇▇▇ to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c), all All determinations required to be made under this Section 7.811, including whether and when a Gross-Up an Excise Tax Adjustment Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationExcise Tax Adjustment Payment, shall be promptly made by an a "big five" accounting firm of national standing reasonably selected by Fulton (the "ACCOUNTING FIRMAccounting Firm"), selected by the Company with the Executive's approval (which approval shall not be unreasonably withheld or delayed). The Accounting Firm shall provide detailed sup▇▇▇▇▇▇g supporting calculations to both Fulton the Company and the Executive within 15 business days of the receipt ▇▇ ▇▇▇tten notice from the Executive that there has been a Payment, or such earlier time as is requested by Fulton. Any Gross-Up Payment, as determined pursuant to this Section 7.8, shall be paid by Fulton to the Executive within five days date of the receipt of Payment to which the Accoun▇▇▇▇ Firm's determination. All fees and expenses of the Accounting Firm shall be borne solely by Fulton. Any determination by the Accounting Firm shall be bindin▇ ▇▇▇▇ Fulton and the ExecutiveExcise Tax Adjustment Payment relates. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in the application of Section 4999 of the Code (or any successor to such Section) at the time of the any initial determination by the Accounting Firm hereunder, it is possible that Gross-Up (x) certain Excise Tax Adjustment Payments will not have been made by Fulton that should have been made (an "UNDERPAYMENTUnderpayment"), or (y) certain Excise Tax Adjustment Payments will have been made that should not have been made (an "Overpayment"), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton exhausts its remedies pursuant to Section 7.8(c) and the ▇▇▇▇▇▇ive thereafter is required to make a payment of any Excise Taxan Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton the Company to or for the benefit of the Executive. In the event of an Overpayment, such Overpayment shall be promptly repaid to the Company on an after-tax basis.

Determinations. Subject to the provisions of Section 7.8(c11(c), all determinations required to be made under this Section 7.811, including whether and when a Gross-Gross- Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton the Company (the "ACCOUNTING FIRM"“Accounting Firm”), which shall provide detailed sup▇▇▇▇▇▇g supporting calculations to both Fulton the Company and the Executive within 15 business days of the receipt ▇▇ ▇▇▇tten of written notice from the Executive that there has been a Payment, or such earlier time as is requested by Fultonthe Company. Any Gross-Up Payment, as determined pursuant to this Section 7.811, shall be paid by Fulton the Company to the Executive within five business days of the receipt of the Accoun▇▇▇▇ Accounting Firm's determination’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by Fultonthe Company. Any determination by the Accounting Firm shall be bindin▇ ▇▇▇▇ Fulton binding upon the Company and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by Fulton the Company that should have been made ("UNDERPAYMENT"“Underpayment”), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton the Company exhausts its remedies pursuant to Section 7.8(c11(c) and the ▇▇▇▇▇▇ive Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c), all determinations required to be made under this Section 7.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton ▇▇▇▇▇▇ (the "ACCOUNTING FIRM"), which shall provide detailed supsupporting calculations to both ▇▇▇▇▇▇g calculations to both Fulton ▇ and the Executive within 15 business days of the receipt ▇▇ ▇▇▇tten of written notice from the Executive that there has been a Payment, or such earlier time as is requested by Fulton▇▇▇▇▇▇. Any Gross-Up Payment, as determined pursuant to this Section 7.8, shall be paid by Fulton ▇▇▇▇▇▇ to the Executive within five days of the receipt of the Accoun▇▇▇▇ Accounting Firm's determination. All fees and expenses of the Accounting Firm shall be borne solely by Fulton▇▇▇▇▇▇. Any determination by the Accounting Firm shall be bindin▇ binding upon ▇▇▇▇▇▇ Fulton and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by Fulton ▇▇▇▇▇▇ that should have been made ("UNDERPAYMENT"), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton ▇▇▇▇▇▇ exhausts its remedies pursuant to Section 7.8(c) and the ▇▇▇▇▇▇ive Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton ▇▇▇▇▇▇ to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c)1(c) below, all determinations required to be made under this Section 7.81, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton Ernst & Young LLP (the "ACCOUNTING FIRM"“Accounting Firm”), which . The Accounting Firm shall provide detailed supsupporting calculations both to the Company and R▇▇▇▇▇▇g calculations to both Fulton and the Executive ▇▇ within 15 business days of the receipt ▇▇ of notice from R▇▇▇tten notice from the Executive ▇▇▇▇▇ that there has been a Payment, Payment or such earlier time as is requested by Fulton. Any Gross-Up Payment, as determined pursuant to this Section 7.8, shall be paid by Fulton to the Executive within five days of the receipt of the Accoun▇▇▇▇ Firm's determinationCompany. All fees and expenses of the Accounting Firm shall be borne solely by Fultonthe Company. Any Subject to the final sentence of this Section 1(b) and Section 3 hereof, any determination by the Accounting Firm shall be bindin▇ binding upon the Company and R▇▇▇▇ Fulton and the Executive▇▇▇▇▇. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by Fulton that the Company should have been made ("UNDERPAYMENT"the “Underpayment”), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton the Company exhausts its remedies pursuant to Section 7.8(c1(c) below and the R▇▇▇▇▇▇ive ▇▇ thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton the Company to or for the benefit of R▇▇▇▇▇▇▇▇. Notwithstanding the Executiveforegoing and subject to Section 2 hereof, R▇▇▇▇▇▇▇▇ shall be entitled to hire another accounting firm and outside legal counsel to review any determinations made under this Section 1 by the Accounting Firm. All fees and expenses of such accounting firm shall be paid by the Company.

Determinations. Subject to the provisions of Section 7.8(c7.3(c), all determinations required to be made under this Section 7.87.3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an a nationally recognized certified public accounting firm of national standing reasonably selected designated by Fulton the Executive (the "ACCOUNTING FIRM"Accounting Firm”), which shall provide detailed sup▇▇▇▇▇▇g supporting calculations both to both Fulton the Company and the Executive within 15 fifteen (15) business days of the receipt ▇▇ ▇▇▇tten of notice from the Executive that there has been a Payment, or such earlier time as is requested by Fultonthe Company. Any Gross-Up Payment, as determined pursuant to this Section 7.87.3, shall be paid by Fulton the Company to the Executive within five (5) days of the receipt of the Accoun▇▇▇▇ Accounting Firm's ’s determination. All fees and expenses of the Accounting Firm shall be borne solely by Fultonthe Company. Any determination by the Accounting Firm shall be bindin▇ ▇▇▇▇ Fulton binding upon the Company and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in the application of Section 4999 and Section 409A of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by Fulton that the Company should have been made ("UNDERPAYMENT"“Underpayment”), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton the Company exhausts its remedies pursuant to Section 7.8(c7.3(c) and the ▇▇▇▇▇▇ive Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c)1(c) below, all determinations required to be made under this Section 7.81, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment Payment, and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton Ernst & Young LLP (the "ACCOUNTING FIRM"“Accounting Firm”), which . The Accounting Firm shall provide detailed sup▇▇▇▇▇▇g supporting calculations to both Fulton the Company and the Executive within 15 business days of the receipt ▇▇ ▇▇▇tten of notice from the Executive that there has been a Payment, Payment or such earlier time as is requested by Fulton. Any Gross-Up Payment, as determined pursuant to this Section 7.8, shall be paid by Fulton to the Executive within five days of the receipt of the Accoun▇▇▇▇ Firm's determinationCompany. All fees and expenses of the Accounting Firm shall be borne solely by Fultonthe Company. Any determination by the Accounting Firm shall be bindin▇ ▇▇▇▇ Fulton binding upon the Company and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by Fulton that the Company should have been made ("UNDERPAYMENT"the “Underpayment”), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton the Company exhausts its remedies pursuant to Section 7.8(c1(c) below and the ▇▇▇▇▇▇ive Executive is thereafter is required by a taxing authority to make a payment of any Excise TaxTax as the result of an Underpayment, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c), all determinations required to be made under this Section 7.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton ▇▇▇▇▇▇ (the "ACCOUNTING FIRM"“Accounting Firm”), which shall provide detailed supsupporting calculations to both ▇▇▇▇▇▇g calculations to both Fulton ▇ and the Executive within 15 business days of the receipt ▇▇ ▇▇▇tten of written notice from the Executive that there has been a Payment, or such earlier time as is requested by Fulton▇▇▇▇▇▇. Any Gross-Up ▇▇▇▇▇-Up Payment, as determined pursuant to this Section 7.8, shall be paid by Fulton ▇▇▇▇▇▇ to the Executive within five days of the receipt of the Accoun▇▇▇▇ Accounting Firm's determination. All fees and expenses of the Accounting Firm shall be borne solely by Fulton▇▇▇▇▇▇. Any determination by the Accounting Firm shall be bindin▇ binding upon ▇▇▇▇▇▇ Fulton and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by Fulton ▇▇▇▇▇▇ that should have been made ("UNDERPAYMENT"“Underpayment”), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton ▇▇▇▇▇▇ exhausts its remedies pursuant to Section 7.8(c) and the ▇▇▇▇▇▇ive Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton ▇▇▇▇▇▇ to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c5(j)(iii), all determinations required to be made under this Section 7.85(j), including whether and when a Gross-Gross Up Payment is required and the amount of such Gross-Gross Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton the Company (the "ACCOUNTING FIRM"“Accounting Firm”), which shall provide detailed sup▇▇▇▇▇▇g supporting calculations to both Fulton the Company and the Executive within 15 fifteen (15) business days of the receipt ▇▇ ▇▇▇tten of written notice from the Executive that there has been a Payment, or such earlier time as is requested by Fultonthe Company. Any Gross-Gross Up Payment, as determined pursuant to this Section 7.8section, shall be paid by Fulton the Company to the Executive within five (5) days of the receipt of the Accoun▇▇▇▇ Accounting Firm's ’s determination. All fees and expenses of the Accounting Firm shall be borne solely by Fultonthe Company. Any determination by the Accounting Firm shall be bindin▇ ▇▇▇▇ Fulton binding upon the Company and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Gross Up Payments will not have been made by Fulton the Company that should have been made ("UNDERPAYMENT"“Underpayment”), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton the Company exhausts its remedies pursuant to Section 7.8(c) this section or related sections and the ▇▇▇▇▇▇ive Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c), all determinations required to be made under this Section 7.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton (the "ACCOUNTING FIRM"), which shall provide detailed sup▇▇▇▇▇▇g calculations to both Fulton and the Executive within 15 business days of the receipt ▇▇ ▇▇▇tten notice from the Executive that there has been a Payment, or such earlier time as is requested by Fulton. Any Gross-Up Payment, as determined pursuant to this Section 7.8Sec▇▇▇▇ ▇.8, shall be paid by Fulton to the Executive within five days of the receipt of the AccounA▇▇▇▇ ▇▇▇ing Firm's determination. All fees and expenses of the Accounting Firm shall be borne solely by Fulton. Any determination by the Accounting Firm shall be bindin▇ ▇▇▇▇ Fulton and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by Fulton that should have been made ("UNDERPAYMENT"), consistent w▇▇▇ ▇▇e calculations required to be made hereunder. In the event that Fulton exhausts its remedies pursuant to Section 7.8(c) and the ▇▇▇▇▇▇ive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c), all determinations required to be made under this Section 7.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton F▇▇▇▇▇ (the "ACCOUNTING FIRM"“Accounting 11 Firm”), which shall provide detailed supsupporting calculations to both F▇▇▇▇▇▇g calculations to both Fulton ▇ and the Executive within 15 business days of the receipt ▇▇ ▇▇▇tten of written notice from the Executive that there has been a Payment, or such earlier time as is requested by FultonF▇▇▇▇▇. Any Gross-Up G▇▇▇▇-Up Payment, as determined pursuant to this Section 7.8, shall be paid by Fulton F▇▇▇▇▇ to the Executive within five days of the receipt of the Accoun▇▇▇▇ Accounting Firm's ’s determination. All fees and expenses of the Accounting Firm shall be borne solely by FultonF▇▇▇▇▇. Any determination by the Accounting Firm shall be bindin▇ binding upon F▇▇▇▇▇ Fulton and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by Fulton F▇▇▇▇▇ that should have been made ("UNDERPAYMENT"“Underpayment”), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton F▇▇▇▇▇ exhausts its remedies pursuant to Section 7.8(c) and the ▇▇▇▇▇▇ive Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton F▇▇▇▇▇ to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c7.3(c), all determinations required to be made under this Section 7.87.3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an a nationally recognized certified public accounting firm of national standing reasonably selected designated by Fulton the Executive (the "ACCOUNTING FIRM"“Accounting Firm”), which shall provide detailed sup▇▇▇▇▇▇g supporting calculations both to both Fulton the Company and the Executive within 15 fifteen (15) business days of the receipt ▇▇ ▇▇▇tten of notice from the Executive that there has been a Payment, or such earlier time as is requested by Fultonthe Company. Any Gross-Up Payment, as determined pursuant to this Section 7.87.3, shall be paid by Fulton the Company to the Executive within five (5) days of the receipt of the Accoun▇▇▇▇ Accounting Firm's ’s determination. All fees and expenses of the Accounting Firm shall be borne solely by Fultonthe Company. Any determination by the Accounting Firm shall be bindin▇ ▇▇▇▇ Fulton binding upon the Company and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in the application of Section 4999 and Section 409A of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by Fulton that the Company should have been made ("UNDERPAYMENT"“Underpayment”), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton the Company exhausts its remedies pursuant to Section 7.8(c7.3(c) and the ▇▇▇▇▇▇ive Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton the Company to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c8.8(c), all determinations required to be made under this Section 7.88.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by Fulton ▇▇▇▇▇▇ (the "ACCOUNTING FIRM"“Accounting Firm”), which shall provide detailed supsupporting calculations to both ▇▇▇▇▇▇g calculations to both Fulton ▇ and the Executive within 15 business days of the receipt ▇▇ ▇▇▇tten of written notice from the Executive that there has been a Payment, or such earlier time as is requested by Fulton▇▇▇▇▇▇. Any Gross-Up ▇▇▇▇▇-Up Payment, as determined pursuant to this Section 7.88.8, shall be paid by Fulton ▇▇▇▇▇▇ to the Executive within five days of the receipt of the Accoun▇▇▇▇ Accounting Firm's ’s determination. All fees and expenses of the Accounting Firm shall be borne solely by Fulton▇▇▇▇▇▇. Any determination by the Accounting Firm shall be bindin▇ binding upon ▇▇▇▇▇▇ Fulton and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by Fulton ▇▇▇▇▇▇ that should have been made ("UNDERPAYMENT"“Underpayment”), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton ▇▇▇▇▇▇ exhausts its remedies pursuant to Section 7.8(c8.8(c) and the ▇▇▇▇▇▇ive Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton ▇▇▇▇▇▇ to or for the benefit of the Executive.

Determinations. Subject to the provisions of Section 7.8(c6.3(c), all determinations required to be made under this Section 7.86.3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an a nationally recognized certified public accounting firm of national standing reasonably selected designated by Fulton the Executive (the "ACCOUNTING FIRMAccounting Firm"), which shall provide detailed sup▇▇▇▇▇▇g supporting calculations both to both Fulton the Company and the Executive within 15 fifteen (15) business days of the receipt ▇▇ ▇▇▇tten of notice from the Executive that there has been a Payment, or such earlier time as is requested by Fultonthe Company. Any Gross-Up Payment, as determined pursuant to this Section 7.86.3, shall be paid by Fulton the Company to the Executive within five (5) days of the receipt of the Accoun▇▇▇▇ Accounting Firm's determination. All fees and expenses of the Accounting Firm shall be borne solely by Fultonthe Company. Any determination by the Accounting Firm shall be bindin▇ ▇▇▇▇ Fulton binding upon the Company and the Executive. As a result of the possible uncertaint▇ ▇▇ ▇pplication uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by Fulton that the Company should have been made ("UNDERPAYMENTUnderpayment"), consistent w▇▇▇ ▇▇e with the calculations required to be made hereunder. In the event that Fulton the Company exhausts its remedies pursuant to Section 7.8(c6.3(c) and the ▇▇▇▇▇▇ive Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Fulton the Company to or for the benefit of the Executive.