Arbitrating Accountant Sample Clauses

Arbitrating Accountant. “Arbitrating Accountant” shall have the meaning specified in Section 2.4 of this Agreement.
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Arbitrating Accountant. If the Purchaser and the Owner are unable to resolve the Net Working Capital Dispute within thirty (30) calendar days after the Purchaser’s receipt of a Net Working Capital Dispute Notice, then the Purchaser and the Owner will jointly engage the Arbitrating Accountant to arbitrate the Net Working Capital Dispute. The Arbitrating Accountant may only review the Net Working Capital items and calculations that are in dispute and resolve the Net Working Capital Dispute in accordance with the requirements of this Section 1.10. (iii)
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Arbitrating Accountant. If Parent and the Members, notwithstanding such good faith effort, fail to resolve such Disputes within thirty (30) days after Parent’s receipt of a Dispute Notice delivered in accordance with Section 2.8(a), the Members and Parent shall jointly engage the Arbitrating Accountant as arbitrator to resolve the Remaining Disputed Items. If Parent and the Members are unable to agree on an Arbitrating Accountant, the Members’ and Parent’s respective accountants shall select the Arbitrating Accountant by jointly-conducted lot.
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Arbitrating Accountant. If the Purchaser and the Sellers, notwithstanding such good faith effort, fail to resolve such Disputes within thirty (30) days after the Purchaser’s receipt of a Dispute Notice delivered in accordance with Section 2.4(a), the Sellers and the Purchaser shall jointly engage the Arbitrating Accountant as arbitrator to resolve the Remaining Disputed Items. If the Purchaser and the Sellers are unable to agree on an Arbitrating Accountant, the Sellers’ and the Purchaser’s respective accountants shall select the Arbitrating Accountant by jointly-conducted lot.
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Arbitrating Accountant. 5 Closing ...................................................................6
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Arbitrating Accountant. If the Purchaser and the Sellers are unable to resolve the Dispute within the 30-day period after the Sellers’ receipt of a Dispute Notice, the Purchaser and the Sellers shall jointly engage KPMG as the arbitrator of the Dispute (the “Arbitrating Accountant”). If KPMG is unwilling to accept the engagement as the Arbitrating Accountant, then the Purchaser and the Sellers shall engage another mutually agreed nationally recognized accounting firm as the Arbitrating Accountant. The Arbitrating Accountant will be required to enter into a customary engagement letter. The Arbitrating Accountant’s function shall be to review only those items that are in dispute with respect to the determination of the Post-Closing Adjustment and to resolve such disputes in accordance with the requirements of Section 2.5 and this Section 2.6.
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Arbitrating Accountant. If Purchaser and Seller are unable to resolve each element of the Dispute within the 30-day period after receipt of a Dispute Notice, Purchaser and Seller shall jointly engage a nationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for Purchaser, Seller or any of their respective Affiliates during the past three years as the arbitrator of the Dispute (the “Arbitrating Accountant”). If Purchaser and Seller are unable to agree on the identity of the Arbitrating Accountant, Purchaser and Seller shall ask their respective independent accountants to select the Arbitrating Accountant. The Arbitrating Accountant’s function shall be to review only those disputed items included in the Consultant’s data and the application thereof to the calculation of the Purchase Price and to resolve such dispute(s).
Sample 1
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Arbitrating Accountant. If Buyer and Dohmxx xxx unable to resolve any Dispute within the aforesaid 20-day period, Dohmxx xxx Buyer shall jointly engage a nationally recognized independent accounting firm mutually agreed upon by Dohmxx xxx Buyer (the “Arbitrating Accountant”) as arbitrator. In the event that Dohmxx xxx Buyer are unable to agree upon the Arbitrating Accountant after consulting with the other in good faith for a 15-day period, then the Arbitrating Accountant shall be selected pursuant to the Special Arbitration (as hereinafter defined). In connection with the resolution of any Dispute, the Arbitrating Accountant shall have reasonable access to all documents, ledgers, journals, records, work papers, trial balances, worksheets, facilities and personnel of RESTAT which relate to, or which the Arbitrating Accountant reasonably requests in connection with its review and consideration of, the Closing Date Balance Sheet, or portion thereof in Dispute, and reasonably necessary to perform its function as arbitrator. The Arbitrating Accountant’s sole function shall be to decide the accounting issues that are the subject of the Dispute, and only the accounting issues that are the subject of the Dispute, in accordance with the requirements of Section 1.4 hereof. The Arbitrating Accountant shall allow Dohmxx xxx Buyer to present their respective positions regarding the Dispute. The Arbitrating Accountant may, at its discretion, conduct a conference concerning the Dispute, at which conference each Party shall have the right to present witnesses and additional documents, materials and other information and to have present its advisors, counsel and accountants. In connection with such process, there shall be no other hearings or any oral examinations, testimony, depositions, discovery or other similar proceedings. The Arbitrating Accountant shall thereafter promptly render its decision on the question in writing and finalize the Closing Date Balance Sheet and the resulting Adjustment Calculation to reflect the resolution of all Disputes. Such written determination shall be final and binding upon the Parties hereto (absent manifest error), and judgment may be entered on the award. The fees and expenses of the Arbitrating Accountant shall be shared between Dohmxx xxx Buyer so that Dohmxx’x xxxregate share of such fees and expenses shall be equal to the product of (i) and (ii), where (i) is the aggregate amount of such fees and expenses, and where (ii) is a fraction, the numerator of ...
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Related to Arbitrating Accountant

  • Arbitration Panel The arbitration panel shall consist of three arbitrators. The arbitrators must be impartial and must be or must have been officers of life insurance and or securities companies other than the parties or their affiliates.

  • Mediation/Arbitration Employee agrees that prior to filing any motion or claim against the Company or any of its employees, Employee will offer to engage in informal mediation. Each party shall bear its own costs of mediation and one-half of the cost of the mediator. Additionally, any claim by either party arising out of or related to this Agreement, or its breach, or related in any way to Employee's employment or its termination (except claims of employment discrimination under local, state or federal laws, and requests for equitable relief under Section 9 above), shall be settled by arbitration using a single arbitrator and administered by the American Arbitration Association under its Employment Dispute Resolution Rules. Any arbitration shall take place in Seattle, Washington, and the parties waive the right to a trial de novo or appeal, excepting only for the purpose of enforcing the arbitrator's decision, for which purpose the parties agree that the Superior Court for King County, Washington shall have jurisdiction. The nature, proceedings and results of the mediation or arbitration shall be kept confidential and kept from public disclosure to the extent possible.

  • Audit Dispute In the event of a dispute with respect to any audit, Caribou and AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The decision of the Audit Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, the audited Party shall pay the additional amounts, with interest from the date originally due, or the auditing Party shall reimburse the excess payments, as applicable.

  • Independent Accountant Xxxxxxxx LLP (the “Accountant”), which has expressed its opinions with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.

  • Dispute Resolution; Arbitration This Agreement evidences a transaction involving interstate commerce. Any disputes arising from this Agreement shall be decided by binding arbitration which shall be conducted, at the request of any party, in New York, New York, before one arbitrator designated by the American Arbitration Association (the "AAA"), in accordance with the Commercial Arbitration Rules of the AAA, and to the maximum extent applicable, the United States Arbitration Act (Title 9 of the United States Code). Notwithstanding anything in this Agreement to the contrary, any party may proceed to a court of competent jurisdiction to obtain equitable relief at any time. An arbitrator shall have no authority to award punitive damages or other damages not measured by the prevailing party's actual damages. To the maximum extent practicable, an arbitration proceeding under this Agreement shall be concluded within 180 days of the filing of the dispute with the AAA. This arbitration clause shall survive any termination, amendment, or expiration of the Agreement and if any provision of this arbitration clause is found to be unenforceable, the remaining parts of the arbitration clause shall not be affected and shall remain fully enforceable.

  • Expedited Arbitration A. Notwithstanding the provisions of the Arbitration Article, in the event an amount in dispute hereunder $1,000,000 or less, the parties will submit to an expedited arbitration process with the use of a single arbitrator. The arbitrator will be chosen in accordance with the procedures for selecting an arbitrator in force on the date the arbitration is demanded, established by the XXXX Reinsurance and Insurance Arbitration Society – U.S. (XXXXX).

  • Governing Law Disputes Arbitration (a) This Agreement is governed by and is to be construed, administered and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof. If under such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, ordinance or principle of law, such portion shall be deemed to be modified or altered to the extent necessary to conform thereto or, if that is not possible, to be omitted from this Agreement; and the invalidity of any such portion shall not affect the force, effect and validity of the remaining portion hereof.

  • Independent Expert Independent Expert means an investment ------------------ banking firm reasonably agreeable to the Company and the holder of this Warrant who does not (and whose affiliates do not) have a financial interest in the Company or any of its affiliates.

  • Arbitration Decision The arbitrator’s decision will be final and binding. The arbitrator shall issue a written arbitration decision revealing the essential findings and conclusions upon which the decision and/or award is based. A party’s right to appeal the decision is limited to grounds provided under applicable federal or state law.

  • Arbitration Dispute Resolution Company and Executive express expressly agree that, except for disputes arising out of alleged violations related to proprietary inventions and confidential information, all disputes arising out of this Agreement shall be resolved by arbitration in accordance with the following provisions. Either party must demand in writing such arbitration within one hundred and twenty (120) days after the controversy arises by sending a notice to arbitrate to both the other party and to the American Arbitration Association (“AAA”). The controversy shall then be arbitrated, pursuant to the rules promulgated by the AAA (the “Rules”), in the state of California. The parties will select by mutual agreement the arbitrator or arbitrators to herein resolve the controversy; provided, however, that, the parties cannot mutually agree as to the arbitrator, then the arbitrator shall be selected by the AAA in accordance with the Rules. The arbitrator’s decision shall be final and binding on the parties and shall bar any suit, action or proceeding instituted in any federal, state or local courts for administrative tribunal. Notwithstanding the preceding sentence, the arbitrator’s judgment may be entered in any court of competent jurisdiction. Disputes arising under the sections for compensation and termination upon compensation may be litigated and injunctive relief sought in any court having jurisdiction over the subject matter of such dispute.

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