Dispute Accountants Sample Clauses

Dispute Accountants. (i) If either the Seller Representative or Buyer refers any unresolved Disputed Items to the Dispute Accountants in accordance with Section 2.4(b), the Seller Representative and Buyer shall direct the Dispute Accountants to review this Agreement and the Disputed Items for the purpose of calculating the Purchase Price Adjustment. In making such calculations, the Dispute Accountants shall consider only the applicable Disputed Items. Buyer and the Seller Representative shall request that the Dispute Accountants deliver to Buyer and the Seller Representative, within thirty (30) days of reference of the matter to the Dispute Accountants, a report setting forth its calculations, which shall be prepared in accordance with the standards set forth in Section 2.4(b) and the defined terms used therein. The calculations in such report shall be final, conclusive and binding on the parties. One-half of the cost of such review and report shall be paid by each of Buyer and the Seller Representative.
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Dispute Accountants. (i) If either the Seller Representative or Buyer refers any unresolved Contested Items to the Dispute Accountants in accordance with Section 2.5(b), the Seller Representative and Buyer shall direct the Dispute Accountants to review this Agreement and the Contested Items for the purpose of calculating the Milestone Period EBITDA Calculation. In making such calculations, the Dispute Accountants shall consider only the Contested Items. Buyer and the Seller Representative shall request that the Dispute Accountants deliver to Buyer and the Seller Representative, within thirty (30) days of reference of the matter to the Dispute Accountants, a report setting forth its calculations, which shall be prepared in accordance with the standards set forth in Section 2.5(b). One-half of the cost of such review and report shall be paid by each of Buyer and the Seller Representative.
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Dispute Accountants. Section 2.5(d) Dispute Party............................................... Section 11.4(b) Dispute Parties............................................. Section 11.4(b) Exchange....................................................
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Dispute Accountants. (a) Notwithstanding any other provision in this Agreement to the contrary, any adjustment to the Purchase Price and any Earnout Consideration payments earned hereunder, and the individual elements thereof, shall be determined in accordance with generally accepted accounting principles ("GAAP"), consistently applied.
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Related to Dispute Accountants

  • 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.

  • Accountants As of the date of this Agreement, the Company shall retain an independent registered public accounting firm reasonably acceptable to the Representative, and the Company shall continue to retain a nationally recognized independent registered public accounting firm for a period of at least three (3) years after the date of this Agreement. The Representative acknowledges that the Auditor is acceptable to the Representative.

  • Independent Accountants The accountants who certified the financial statements and supporting schedules included in the Registration Statement are independent public accountants as required by the 1933 Act and the 1933 Act Regulations.

  • Determination by Independent Accountants The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

  • Independent Auditors The Company shall, until at least the Termination Date, maintain as its independent auditors an accounting firm authorized to practice before the SEC.

  • Cooperation with Accountants PFPC shall cooperate with the Fund's independent public accountants and shall take all reasonable actions in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.

  • Liaison with Accountants PFPC shall act as liaison with the Fund's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to each Portfolio. PFPC shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.

  • Fees of the Independent Accountant The fees and expenses of the Independent Accountant shall be paid by Sellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Sellers and Buyer.

  • Determination by Independent Accountant The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

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