Accountant’s Determination. The Accountant shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (the Parties shall use commercially reasonable efforts to cause the Accountant to complete its work within 45 days following the formal engagement of the Accountant). The Accountant shall act as an expert and not as an arbitrator to determine solely the Disputed Items based solely on the submissions and responses of Buyers, on the one hand, and Sellers, on the other hand, delivered pursuant to and in accordance with Section 1.4(b)(v) with respect to the Disputed Items, without independent investigation and in accordance with the Accounting Principles. In resolving any disputed amount in connection with its determination of the Final Cash Consideration, or any component thereof, the Accountant may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the determination of the Accountant with respect to any Disputed Items is not intended to permit the introduction of accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that conflict with the Accounting Principles or the definitions set forth herein for the purposes of determining the Final Cash Consideration. The determination of the Accountant in accordance with this Section 1.4(b)(vi) shall be in writing setting forth its calculation of the Disputed Items, along with its analysis in reasonable detail and the basis and quantification for such final resolution and shall be binding and final for purposes of this Agreement, and enforceable in any court of competent jurisdiction, absent fraud or manifest error. The Post-Closing Statement resulting from the determinations with respect to the Disputed Items made by the Accountant in accordance with this Section 1.4(b)(vi) shall be deemed the Final Closing Statement.
Accountant’s Determination. The Accountant shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the Parties agree shall not be later than thirty (30) days following the formal engagement of the Accountant). The Accountant shall act as an expert and not as an arbitrator to determine solely the Disputed Items based solely on the submissions and responses of Buyer, on the one hand, and Seller, on the other hand, without independent investigation and in accordance with the Accounting Principles. In resolving any disputed amount in connection with its determination of the Final Cash Consideration, the Accountant may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the determination of the Accountant with respect to any Disputed Items is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purposes of determining the Final Cash Consideration, and the Accountant shall not conduct an independent investigation of facts and circumstances but shall instead base its determination on its expertise in GAAP, accounting rules and the written submissions of the Parties delivered pursuant to and in accordance with this Section 2.6(c)(vi) with respect to the Disputed Items. The determination of the Accountant in accordance with this Section 2.6(c)(vi) shall be binding and final for purposes of this Section 2.6 of this Agreement. The Post-Closing Statement resulting from the determinations with respect to the Disputed Items made by the Accountant in accordance with this Section 2.6(c)(vi) shall be deemed the Final Closing Statement.
Accountant’s Determination. All determinations of accounting matters hereunder, including but not limited to, determinations of Net Cash Flow, Sale Proceeds, Capital Transactions Proceeds, and Refinancing Proceeds shall be made by the General Partner upon the advice of the then regularly retained accountants of the Partnership. The accountants for the Partnership shall be selected by the General Partner.
Accountant’s Determination. Except as set forth in the preceding sentence, any notice given by you pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing your rights and entitlements to any benefits or compensation.
Accountant’s Determination. Except with respect to matters as to which the General Partner is granted discretion under this Agreement, the opinion of the accountants of the Partnership shall be final and binding, with respect to all financial computations and determinations required to be made under this Agreement.
Accountant’s Determination. If Apple and OCA are unable to resolve the objection or objections described in the Objection Notice within ten (10) calendar days after the Objection Notice is given to OCA, then, upon the election of either Apple or OCA (and notice of such election to the other party) within twenty-one (21) calendar days thereafter, OCA and Apple shall submit to Ernst & Young LLP, independent public accountants, a copy of the Post-Closing Adjustments Schedule, the Liabilities Schedule, the Net Receivables Schedule and the Objection Notice. Such accounting firm shall resolve such objection or objections described in the Objection Notice as promptly as reasonably possible. Each of the Sellers and OCA shall reasonably cooperate with such accounting firm and its agents and representatives, and shall give such accounting firm and its agents and representatives timely and reasonable access to such parties' working papers, documents, financial information and other information as such accounting firm reasonably deems necessary or desirable, in connection with its resolution of such objection or objections. A decision by such accounting firm as to the resolution of such objection or objections shall be (absent a written agreement of the parties regarding an error that is manifest) conclusive and binding on the parties hereto with respect to the amount of the Actual Net Receivables, the Actual Net Receivables Benchmark Amount, the Actual Payables, the Actual Payables Benchmark
Accountant’s Determination. If the Accountant’s Determination has not been made prior to the due date for filing such Tax Return, the Party required to file such Tax Return may file such Tax Return as it deems appropriate, and if the subsequent Accountant’s Determination is that such Tax Return should have been filed in some other manner, the filing Party shall amend such Tax Return in accordance with the Accountant’s Determination. The fees and expenses with respect to the Accountant’s Determination, including fees and costs of counsel reasonably incurred in connection with the Accountant’s Determination, shall be shared by the Parties in inverse proportion (based on the disputed amounts proposed by each to the independent public accounting firm) as they may each prevail on matters resolved by the independent public accounting firm.
Accountant’s Determination. If the Accountant’s Determination has not been made prior to the due date for filing such Tax Return, the Party required to file such Tax Return may file such Tax return as it deems appropriate, and if the subsequent Accountant’s Determination is that such Tax Return should have been filed in some other manner, the filing Party shall amend such Tax Return in accordance with the Accountant’s Determination. Sphinx shall be deemed to be the prevailing party unless the public accounting firm determines in favor of Arion with respect to more than one-half of the amount of Taxes in dispute, in which case Arion shall be deemed to be the prevailing party. The non-prevailing party with respect to the Accountant’s Determination shall pay its own fees and expenses and the fees and expenses of the prevailing party, including fees and costs of counsel, reasonably incurred in connection with the Accountant’s Determination.
Accountant’s Determination. The annual determination of Building Operating Expenses and Project Operating Expenses shall be made and certified by a Certified Public Accountant designated by
