Common use of Independent Accounting Firm Clause in Contracts

Independent Accounting Firm. In the event Merger Partner and Remainco are unable to resolve by mutual agreement any matter identified in the Merger Partner Dispute Notice on or before the date on which the Merger Partner Adjustment Consultation Period ends, Merger Partner or Remainco may engage an independent, nationally-recognized certified public accounting firm in the United States mutually acceptable to Remainco and Xxxxxx Partner (the “Independent Accounting Firm”) to make a determination with respect to all of such matters in dispute in its capacity as an expert and not as an arbitrator. If Xxxxxx Partner and Remainco are unable to agree upon an Independent Accounting Firm within ten (10) Business Days after the end of the Merger Partner Adjustment Consultation Period, then within an additional ten (10) Business Days, Merger Partner and Remainco shall each select one such firm and those two firms shall select a third such firm, in which event the “Independent Accounting Firm” shall be such third firm. The fees and expenses of the Independent Accounting Firm shall be borne by Xxxxxx Partner, on the one hand, and Remainco, on the other hand, proportionately based on the determination by the Independent Accounting Firm of the matters submitted to it pursuant to Section 2.5(g). The calculation of such proportionate payments shall be based on the relative position of the determination of the Independent Accounting Firm in comparison to the positions submitted to it pursuant to this Section 2.5(g). All other fees and expenses incurred by Xxxxxx Partner or Remainco in connection with the preparation or review of the Merger Partner Initial Post-Closing Statement or the Merger Partner Dispute Notice shall be borne by the Party incurring such fees and expenses.

Independent Accounting Firm. In the event Merger Partner Remainco and Remainco Buyer are unable to resolve by mutual agreement any matter identified in the Merger Partner Spinco Adjustment Dispute Notice on or before the date on which the Merger Partner Spinco Adjustment Consultation Period ends, Merger Partner Remainco or Remainco Buyer may engage an independent, nationally-recognized certified public accounting firm in the United States mutually acceptable to Remainco and Xxxxxx Partner Buyer (the “Independent Accounting Firm”) to make a determination with respect to all of such matters in dispute in its capacity as an expert and not as an arbitrator. If Xxxxxx Partner Remainco and Remainco Buyer are unable to agree upon an Independent Accounting Firm within ten (10) Business Days after the end of the Merger Partner Spinco Adjustment Consultation Period, then within an additional ten (10) Business Days, Merger Partner Remainco and Remainco Buyer shall each select one such firm and those two firms shall select a third such firm, in which event the “Independent Accounting Firm” shall be such third firm. The fees and expenses of the Independent Accounting Firm shall be borne by Xxxxxx PartnerRxxxxxxx, on the one hand, and RemaincoBuyer, on the other hand, proportionately based on the determination by the Independent Accounting Firm of the matters submitted to it pursuant to Section 2.5(g2.3(g). The calculation of such proportionate payments shall be based on the relative position of the determination of the Independent Accounting Firm in comparison to the positions submitted to it pursuant to this Section 2.5(g2.3(f). All other fees and expenses incurred by Xxxxxx Partner Remainco or Remainco Buyer in connection with the preparation or review of the Merger Partner Spinco Initial Post-Closing Statement or the Merger Partner Spinco Adjustment Dispute Notice shall be borne by the Party incurring such fees and expenses.

Independent Accounting Firm. In the event Merger Partner Remainco and Remainco Buyer are unable to resolve by mutual agreement any matter identified in the Merger Partner Spinco Adjustment Dispute Notice on or before the date on which the Merger Partner Spinco Adjustment Consultation Period ends, Merger Partner Remainco or Remainco Buyer may engage an independent, nationally-recognized certified public accounting firm in the United States mutually acceptable to Remainco and Xxxxxx Partner Buyer (the “Independent Accounting Firm”) to make a determination with respect to all of such matters in dispute in its capacity as an expert and not as an arbitrator. If Xxxxxx Partner Remainco and Remainco Buyer are unable to agree upon an Independent Accounting Firm within ten (10) Business Days after the end of the Merger Partner Spinco Adjustment Consultation Period, then within an additional ten (10) Business Days, Merger Partner Remainco and Remainco Buyer shall each select one such firm and those two firms shall select a third such firm, in which event the “Independent Accounting Firm” shall be such third firm. The fees and expenses of the Independent Accounting Firm shall be borne by Xxxxxx PartnerXxxxxxxx, on the one hand, and RemaincoBuyer, on the other hand, proportionately based on the determination by the Independent Accounting Firm of the matters submitted to it pursuant to Section 2.5(g2.3(g). The calculation of such proportionate payments shall be based on the relative position of the determination of the Independent Accounting Firm in comparison to the positions submitted to it pursuant to this Section 2.5(g2.3(f). All other fees and expenses incurred by Xxxxxx Partner Remainco or Remainco Buyer in connection with the preparation or review of the Merger Partner Spinco Initial Post-Closing Statement or the Merger Partner Spinco Adjustment Dispute Notice shall be borne by the Party incurring such fees and expenses.