Accountants’ Determinations. Unless the Company and Executive otherwise agree in writing, any determination required under this [Section 8] shall be made in writing by the Company’s independent public accountants immediately prior to the Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this [Section 8], the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of [Section 280G] and [Section 4999]. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this [Section 8]. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this [Section 8]. If a reduction in the Payments constituting “parachute payments” as defined in [Section 280G] is necessary so that benefits are delivered to a lesser extent, reduction shall occur in the following order: # reduction of the cash severance payments; # cancellation of accelerated vesting of equity awards that do not qualify for special valuation under Q&A 24(c) of the regulations under [Section 280G]; # cancellation of other equity awards; and # reduction of continued employee benefits. In the event that the accelerated vesting of equity awards is to be cancelled, such vesting acceleration shall be cancelled in the reverse chronological order of Executive’s equity awards’ grant dates.

Accountants’ Certificate. Concurrently with the delivery of the financial statements referred to in [Section 6.01(a)] (commencing with the delivery of the financial statements for the fiscal year ended ​), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such event.

Any audit pursuant to [Section 3.6(c)] shall be limited solely to the purpose of verifying the amounts in dispute and shall be made by an independent certified public accounting firm selected and paid for by the Recipient initiating such audit and reasonably satisfactory to the Provider being audited (such accounting firm, the “Independent Accountants”). Any such audit shall be reasonably conducted by the Independent Accountants during the normal business hours of the Provider being audited. Such Provider shall reasonably cooperate with the Independent Accountants and shall make available to the Independent Accountants all applicable cost and other data as may be reasonably necessary for the sole purpose of verifying the amounts in dispute. The Independent Accountants shall not disclose any of the underlying data and information to said Recipient or to any other Person (except as may be required by Law) and, prior to any such audit the Independent Accountants shall, if requested by the Provider being audited, enter into a confidentiality agreement reasonably acceptable to such Provider. The determination of the Independent Accountants shall be final and binding on the Parties.

The Executive and his legal, accounting and financial representatives shall be entitled, upon at least five (5) days’ prior written notice to Flagship and the Parent Company and during regular business hours, to inspect and copy all documents and records (including any financial statements and notes thereto) of Flagship or the Parent Company that reasonably related to the calculation of any element of the Executive’s compensation hereunder, including any Management Bonuses, it being agreed that any such information provided to the Executive or any of his legal, accounting or financial representatives shall be ‘Flagship/Parent Company Confidential Information subject to the restrictions on use and disclosure set forth in [Section 5]. If any dispute arises regarding any Management Bonus, Special Post-Closing Management Bonus, the amount of any termination or other payments made under [Section 4(a)], or any other economic or financial terms of this Agreement that has not been resolved by the Parties within fifteen (15) days, the Parties shall jointly engage the Independent Accountants under the Merger Agreement (the “Independent Accountants”) and submit the disputed items to the Independent Accountants for resolution and the time period that would otherwise apply for payment thereof under this Agreement shall be delayed until such time as such resolution occurs. The Independent Accountants shall act as experts and not arbiters and shall determine only those items being disputed by the Parties as of the time of engagement. All Parties shall reasonably cooperate, at their own cost and expense, with the Independent Accountants and the Independent Accountants shall have access to all records and documents, including financial statements, that the Independent Accountants determine are reasonably required or desired to perform their duties under this [Section 3(h)]. The Independent Accountants shall, within thirty (30) days after their engagement, provide to the Parties a written report (the “Independent Accountant’s Report”) setting forth their resolution of the disputed items, which shall be final and binding on the Parties. The fees and expenses of the Independent Accountants incurred in connection with the resolution of any dispute pursuant to this [Section 3(h)] shall be borne by Flagship and the Parent Company, on the one hand, or by the Executive, on the other hand, based on whether the Independent Accountants’ resolution of the disputed items, as set forth in the Independent Accountant’s Report, is in accordance with the position taken by the Executive, on the one hand, or by Flagship and the Parent Company, on the other hand (as applicable), with such fees and expenses to be paid by Flagship and the Parent Company, on the one hand, or the Executive, on the other hand, to the Independent Accountants within thirty (30) days after the Independent Accountants’ resolution of the disputed items. For further clarity: # if the Executive disputes positions taken by Flagship and the Parent Company and the Independent Accountants agree with the positions taken by Flagship and the Parent Company, rather than agreeing with the positions taken by the Executive, then the Independent Accountants’ fees and expenses will be paid by the Executive, and # conversely, if Flagship and the Parent Company dispute positions taken by the Executive and the Independent Accountants agree with the positions taken by the Executive, rather than agreeing with the positions taken by Flagship and the Parent Company, then the Independent Accountants’ fees and expenses will be paid by Flagship and the Parent Company.

“Independent Accountants” has the meaning set forth in [Section 2.9(a)].

concurrently with the delivery of the financial statements referred to in [Section 6.01(a)], and to the extent not constituting part of the report, its independent certified public accountants pursuant to [Section 6.01(a)], a certificate of it independent certified public accountants certifying such financial statements;

(g) “Independent Accountants” shall have the meaning set forth in [Section 3.6(d)].

in the case of an underwritten offering, use commercially reasonable efforts to obtain for delivery to the Company and the managing underwriter, if any, a “comfort” letter from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants in an underwritten secondary public offering as may be reasonably requested;

promptly upon receipt thereof, copies of all other reports, management letters and other documents submitted to the Borrower by independent accountants in connection with any annual or interim audit of its books made by such accountants;

Independent Agreements. The parties hereto agree that the foregoing restrictive covenants set forth herein are essential elements of this Agreement, and that, but for the agreement of Employee to comply with such covenants, Employer would not have agreed to enter into this Agreement. Such covenants by Employee shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Employee against Employer, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Employer of such covenants. Notwithstanding the foregoing, Employee’s