Accounting Referee. If during such period set forth in Section 3.2(a), Purchaser and the Trustee are unable to reach a final resolution, Purchaser and the Trustee will jointly retain the Chicago, Illinois office of Xxxxx Xxxxxxxx LLP (the “Accounting Referee”) to resolve any remaining disagreements. If the Accounting Referee is unable or unwilling to accept such engagement, Purchaser and the Trustee shall appoint another nationally recognized accounting firm to serve as the Accounting Referee. If Purchaser and the Trustee are unable to agree on the choice of the Accounting Referee, then the Accounting Referee will be chosen by lot from between PriceWaterhouseCoopers, LLP and KPMG. Purchaser and the Trustee will direct the Accounting Referee to render a determination and send notice of such determination to Purchaser and the Trustee pursuant to the provisions of Section 11.1 within sixty (60) days of its retention and Purchaser, the Trustee, and their respective agents will cooperate with the Accounting Referee during its engagement. The Accounting Referee will consider only those line items and amounts in the Closing Statement set forth in the Objection Notice that Purchaser and the Trustee are unable to resolve. Purchaser and the Trustee shall each submit a binder to the Accounting Referee promptly (and in any event within twenty (20) days after the Accounting Referee’s engagement), which binder shall contain such party’s computation of those line items or amounts contained in the Closing Schedule about which the parties could not resolve any differences and such party’s calculation of Net Working Capital. The Accounting Referee shall review such binders and base its determination solely on them. In resolving all disputed line items and amounts, the Accounting Referee’s determination of Net Working Capital may not exceed the amount of Net Working Capital set forth on the Objection Notice and may not be less than the amount of Net Working Capital set forth on the Closing Schedule. The Accounting Referee’s determination will be based on the definition of Net Working Capital set forth in this Agreement. The determination of the Accounting Referee of the Net Working Capital will be conclusive and binding upon the parties and such amounts as determined by the Accounting Referee will be the Final Net Working Capital for all purposes pursuant to this Agreement.
Accounting Referee. “Accounting Referee” means __________.
Accounting Referee. Section 3.4(c) ACCOUNTS PAYABLE............................................................................. Section 1.3(d) ACCOUNTS RECEIVABLE.......................................................................... Section 1.1(e) 66
Accounting Referee. 29 Aggregate Common Equity Price......................................................................................26 Agreement............................................................................................................................1 Antitrust Laws....................................................................................................................58 ASSF....................................................................................................................................1 Bankruptcy and Equity Exception.....................................................................................32 Base Amount......................................................................................................................66 Business Employee............................................................................................................67 Cash Equity........................................................................................................................35 Closing...............................................................................................................................22 Closing Date.......................................................................................................................27
Accounting Referee. If Purchaser and Seller are unable to agree on the amount of the Casualty Loss, the Value of an affected Asset or any other adjustments set forth in Section 12.1(a), Closing shall not be delayed, the cash consideration paid at Closing shall be adjusted by Seller’s estimate referred to in Section 12.1(a) above, and any dispute, controversy, or matters of difference relating to the Casualty Loss shall be resolved by Accounting Referee designated in accordance with the provisions of Section 8.1. Each Party shall have the right to deliver to the Accounting Referee (with a copy to the other Party) a written presentation as to its position within 20 days after the engagement of the Accounting Referee. The Accounting Referee shall render a decision resolving the matters in dispute within fifteen (15) days following their submission to the Accounting Referee. Seller and Purchaser shall each be responsible for one-half of the fees and expenses of the Accounting Referee.
Accounting Referee. 3.3(c) Acquiring Person......................................... 6.2(d) Adjusted Cap Price....................................... 3.2(e) Adjusted Floor Price..................................... 3.2(e) AirTouch Affiliated Group................................ 5.8(a) AirTouch Common Stock.................................... 3.1(b)
Accounting Referee. 4 Affiliate......................................................................5 AirNet.........................................................................1 AirNet 401(k) Plan............................................................23
Accounting Referee. In the event that it becomes necessary for the parties to select an "Accounting Referee" under this Section 2, Buyer and Seller shall select a firm of certified public accountants of national or regional standing mutually acceptable to Seller and Buyer to act as the accounting referee ("Accounting Referee"). In the event that Seller and Buyer are unable to agree upon the selection of the Accounting Referee, either party may provide written notice to the other, in which case the Seller shall select a firm of certified public accountants of national or regional standing and Buyer shall select a firm of certified public accountants of national or regional standing, and the two firms so selected shall select a third firm of certified public accountants of national or regional standing which the parties shall retain to act as the Accounting Referee. The fees, costs and expenses of the Accounting Referee in assisting with the resolution or in resolving any Proposed Adjustments shall be shared equally by Buyer and Seller.
Accounting Referee. 3.3(c) Acquiring Person. . . . . . . . . . . . . . . . . . . . . . . . . 6.2(d) Adjusted Cap Price. . . . . . . . . . . . . . . . . . . . . . . . 3.2(e) Adjusted Floor Price. . . . . . . . . . . . . . . . . . . . . . . 3.2(e) AirTouch Affiliated Group . . . . . . . . . . . . . . . . . . . . 5.8(a) AirTouch Common Stock . . . . . . . . . . . . . . . . . . . . . . 3.1(b)
Accounting Referee. If Disputed Items are referred to the Accounting Referee for resolution pursuant to Section 3.5(c), the Accounting Referee shall determine only with respect to the Disputed Items submitted whether and to what extent, if any, the Aggregate Merger Consideration and the components thereof set forth in the Closing Statement require adjustment. With respect to each Disputed Item, the Accounting Referee’s determination shall be within the range of values assigned to such Disputed Item by Parent and the Securityholders’ Representative. Any finding by the Accounting Referee shall be (i) a reasoned award stating in reasonable detail the findings of fact on which it is based, (ii) final, non-appealable and binding upon the parties hereto and (iii) the sole and exclusive remedy between the parties hereto regarding the Disputed Items so presented. The fees and expenses of the Accounting Referee shall be borne by Parent and the Securityholders’ Representative (on behalf of the Securityholders in accordance with their respective Pro Rata Shares) in the same proportion that the dollar amount of Disputed Items which are not resolved in favor of Parent or the Securityholders’ Representative, as applicable, bears to the total dollar amount of Disputed Items resolved by the Accounting Referee. Each of Parent and the Securityholders’ Representative (on behalf of the Securityholders in accordance with their respective Pro Rata Shares) shall bear the fees, costs and expenses of its own accountants and all of its other expenses incurred in connection with matters contemplated by this Section 3.5.
