Appointment of Neutral Auditor Sample Clauses

Appointment of Neutral Auditor. In the case of any timely objections by the Seller and/or the Purchaser to the Closing Date Financial Statements, the Seller and the Purchaser shall attempt in good faith to settle the disagreement. If the Seller and the Purchaser cannot settle the disagreement within twenty (20) Business Days after receipt by the respective Party’s statement of objections, the Seller or the Purchaser may present the matter to a neutral auditor (the “Neutral Auditor”) from an auditing firm (the “Neutral Auditor Firm”) of international recognition, which firm shall be jointly designated by the Seller and the Purchaser. If the Seller and the Purchaser cannot agree on the Neutral Auditor Firm within fifteen (15) Business Days after the respective request for such designation, the Neutral Auditor Firm and the Neutral Auditor shall be appointed by the German Institute of Chartered Accountants (Institut der Wirtschaftsprüfer in Deutschland e. V.) at the request of either Party after consideration of the proposals and comments by the Seller and the Purchaser; provided that the Neutral Auditor confirms that he and his firm are not conflicted from accepting the assignment and have the necessary resources to perform the required services in a timely manner. The Seller and the Purchaser shall jointly instruct the Neutral Auditor Firm to decide the issues in dispute in accordance with the provisions of Section 7.1. To that end, the Seller and the Purchaser shall use commercially reasonable efforts to engage the Neutral Auditor Firm as promptly as practicable. Each of the Seller and the Purchaser agree to execute, if requested by the Neutral Auditor Firm, an engagement letter with the Neutral Auditor Firm reflecting the terms of this Agreement and otherwise containing reasonable terms.
Sample 1
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Appointment of Neutral Auditor. In the event that any objections of the Seller and / or the Purchaser, as the case may be, to the Preliminary Purchase Price Determination Statements are stated by the Seller and / or the Purchaser, respectively, in the required manner, the Seller and the Purchaser shall attempt in good faith to settle the disagreement. If the Seller and the Purchaser cannot settle the disagreement within thirty days after receipt by the Respective Party of the other Party's statement of objections and the Revised Purchase Price Determination Statements, the Seller or the Purchaser may present the matter to a neutral auditor from BDO Deutsche Warentreuhand AG Wirtschaftsprufungsgesellschaft, Dusseldorf branch (the "Neutral Auditor"). If the Neutral Auditor does not accept this assignment within ten Business Days after the respective request for such designation or if the Neutral Auditor resigns from its assignment, the Neutral Auditor shall be appointed by the German Institute of Chartered Accountants (Institut der Wirtschaftsprufer in Deutschland e.V.) at the request of either Party after consideration of the proposals and comments by the Seller and the Purchaser. The Seller and the Purchaser shall jointly instruct the Neutral Auditor to decide the issues in dispute in accordance with the provisions of this Section 5.2 and Section 5.1.2.
Sample 1

Related to Appointment of Neutral Auditor

  • Appointment of USBFS as Fund Accountant The Trust hereby appoints USBFS as fund accountant of the Trust on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of USBFS shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against USBFS hereunder.

  • Appointment of Consultant The Corporation appoints the Consultant and the Consultant accepts appointment on the terms and conditions provided in this Agreement as a consultant to the Corporation's business, including any other corporations hereafter formed or acquired by the Corporation to engage in any business.

  • Appointment of FTIS The Investment Company hereby appoints FTIS as transfer agent for Shares of the Investment Company, as service agent in connection with dividend and distribution functions, and as shareholder servicing agent for the Investment Company, and FTIS accepts such appointment and agrees to perform the following duties.

  • Appointment of Tax Matters Partner The tax matters partner (the “TMP”), as referred to in Code Section 6231(a)(7), for the Partnership shall be the Company.

  • Appointment of Arbitrator Within thirty (30) days of service of a demand for arbitration by either party to this Agreement, the parties shall endeavor in good faith to select from the AAA list of labor and employment arbitrators a single arbitrator, who must be a licensed attorney; if the parties fail to do so within such thirty (30) day period, an arbitrator shall be selected in accordance with the AAA Rules.

  • Appointment of Contractor The Company hereby appoints the Contractor to perform the Services for the benefit of the Company as hereinafter set forth, and the Company hereby authorizes the Contractor to exercise such powers as provided under this Agreement. The Contractor accepts such appointment on the terms and conditions herein set forth.

  • Appointment of Tax Matters Person The Owners of the Class R Certificates hereby appoint the Trustee as their agent to act as the Tax Matters Person for REMIC Trust for all purposes of the Code and such Tax Matters Person will perform, or cause to be performed, such duties and take, or cause to be taken, such actions as are required to be performed or taken by the Tax Matters Person under the Code.

  • Appointment of the Sub-Advisor In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached as Exhibit A (the “Advisory Agreement”), the Advisor appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the “Fund Assets”), in conformity with the Fund’s currently effective registration statement, including its prospectus and statement of additional information, as amended (collectively, the “Disclosure Documents”), and subject to the control and direction of the Advisor and the Trust’s Board of Trustees (the “Board”), for the period and on the terms set forth in this Agreement. The Sub-Advisor accepts such appointment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation provided in Section 3 of this Agreement. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Advisers Act and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. For purposes of this Agreement, the Sub-Advisor shall be deemed an independent contractor and shall, except as expressly provided or authorized by written Agreement with the Advisor, Fund, or Trust, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.

  • Appointment of Arbitrators Arbitrators shall be appointed within fifteen (15) business days following service of the demand for arbitration. The number of arbitrators shall be three. One arbitrator shall be appointed by Executive, one arbitrator shall be appointed by the Company, and the two arbitrators shall appoint a third. If the arbitrators cannot agree on a third arbitrator within thirty (30) business days after the service of demand for arbitration, the third arbitrator shall be selected by the AAA.

  • Appointment of Manager Owner hereby engages and retains Manager as the manager and as tenant coordinating agent of the Properties, and Manager hereby accepts such appointment on the terms and conditions hereinafter set forth; it being understood that this Management Agreement shall cause Manager to be, at law, Owner’s agent upon the terms contained herein.

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