Common use of Auditors’ Determination Clause in Contracts

Auditors’ Determination. (a) If the Lenders disagree with the Management Determination, the Lenders shall be entitled to enforce the Guarantee up to the between the Lenders and the German Guarantor undisputed amount. In relation to the disputed amount the German Guarantor shall, in consultation with the Lenders, within ten (10) Business days following the refusal of the Management Determination by the Lenders, instruct (at its own cost and expense) its auditors or a firm of auditors of international standing and reputation as agreed with the Lenders (the Auditor) to determine within 30 Business Days (i) the amount of the Net Assets of the German Guarantor taking into account the adjustments mentioned in Clause 18.13.3 (Net Assets) above; and (ii) to what extent the demanded payment would lead to the occurrence of a Capital Impairment (the Auditor’s Determination). (b) If the Lenders and the German Guarantor do not agree on an Auditor within ten business days following refusal of the Management Determination by the Lenders, the Lenders shall be entitled to instruct an Auditor in their own discretion and at the own cost and expenses of the German Guarantor. (c) The amounts determined in the Auditor’s Determination shall be (except for manifest error) binding for all Parties.

Auditors’ Determination. (a) If the Lenders disagree Facility Agent disagrees with the Management Determination, the Lenders Facility Agent shall be entitled to enforce the Guarantee up to the between the Lenders and the German Guarantor undisputed amount. In relation to the disputed amount the German Guarantor shall, in consultation with the LendersFacility Agent, within ten (10) 10 Business days following the refusal of the Management Determination by the LendersFacility Agent, instruct (at its own cost and expense) its auditors or a firm of auditors of international standing and reputation as agreed with the Lenders Facility Agent (the Auditor) to determine within 30 Business Days (i) the amount of the Net Assets of the German Guarantor taking into account the adjustments mentioned in Clause 18.13.3 17.13.3 (Net Assets) above; and (ii) to what extent the demanded payment would lead to the occurrence of a Capital Impairment (the Auditor’s Determination). (b) If the Lenders Facility Agent and the German Guarantor do not agree on an Auditor within ten business days following refusal of the Management Determination by the LendersFacility Agent, the Lenders Facility Agent shall be entitled to instruct an Auditor in their own discretion and at the own cost and expenses of the German Guarantor. (c) The amounts determined in the Auditor’s Determination shall be (except for manifest error) binding for all Parties.