INDEPENDENT EXPERT DETERMINATION Sample Clauses

INDEPENDENT EXPERT DETERMINATION. Except as the Shareholders may otherwise agree on a case-by-case basis, the “Fair Market Value” of a Shareholder’s Equity Interest shall as required be determined as follows. 9.1 Each Shareholder shall select an independent expert (a “Valuation Expert”). The costs of each Valuation Expert shall be borne by the Defaulting Shareholder. For the purpose of this Schedule 4, “Valuation Expert” shall mean the mining section of any internationally recognized investment bank or accountancy firm with mining valuation expertise. Each Valuation Expert shall calculate the Fair Market Value of the relevant Equity Interest in accordance with Paragraph 1.2 and shall submit a report of its valuation of the relevant Equity Interest to the Shareholders within twenty (20) days of the date of the Default Notice.
Sample 1
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INDEPENDENT EXPERT DETERMINATION. 13.1 Subject to clause 14.1, any dispute, claim or controversy arising out of or in connection with this Agreement shall, if either this Agreement expressly provides for determination by an Independent Expert or the Parties agree in writing that such dispute, claim or controversy is of a financial or accounting nature, be resolved in accordance with this clause. In any other case, the matter shall be resolved in accordance with clause 14. 13.2 Any Party may give notice to the others requiring the matter to be referred to an independent expert (the Independent Expert), which Independent Expert shall be selected from the agreed list of investment banks attached as Schedule 13.2 to this Agreement, provided that the Independent Expert shall be one of Deloitte, PricewaterhouseCoopers, Ernst & Young or KPMG if the dispute in question relates to the calculation of Net Debt. The Parties shall appoint the Independent Expert by agreement within 10 (ten) Business Days of such notice requiring the matter to be referred to the Independent Expert. In the event that the Parties are unable to agree upon which Independent Expert to appoint, within a period of 10 (ten) Business Days of the date of the notice, then the Independent Expert shall be appointed by the President for the time being of the South African Institute of Chartered Accountants on the application of any Party within 10 (ten) Business Days of such notice. 13.3 The Independent Expert shall be required to accept written and oral submissions from each of the Parties to the dispute, and shall, subject to making the necessary arrangements with regard to confidentiality, be entitled to engage and consult any appropriately qualified professionals, the costs of which shall be paid by the Parties to the dispute in accordance with clause 13.6. All documents and information provided to the Independent Expert by any Party must also simultaneously be provided to all other Parties. In this regard the Parties record their intention that, where appropriate and insofar as legal matters are concerned, and in reaching his determination, the Independent Expert may engage the services of an advocate with at least 10 (ten) years of post-pupillage experience in commercial matters. 13.4 Each of the Parties agrees to execute, if requested by the Independent Expert, an engagement letter containing terms and conditions that are reasonably requested by an Independent Expert, and further that each of them shall co-operate with the Inde...
Sample 1
INDEPENDENT EXPERT DETERMINATION. If any Dispute is not resolved by negotiations and the Dispute is of a technical nature, the Dispute may be referred to an Independent Expert pursuant to this Agreement: (a) the Parties shall ensure that the Independent Expert is appointed as soon as is reasonably practicable; (b) the Independent Expert shall have access to all information relating to that matter; (c) each Party shall provide every reasonable assistance at its own cost to ensure that the Independent Expert is fully informed (as required by the Independent Expert) of that matter; (d) the Independent Expert may travel to and view the Project; (e) each Party may (expeditiously) make written submissions to the Independent Expert with respect to that matter and shall promptly copy all submissions to the other Party; (f) all costs of the Independent Expert’s determination shall be borne as determined by the Independent Expert;
Sample 1
INDEPENDENT EXPERT DETERMINATION. Except as the Shareholders may otherwise agree on a case-by-case basis, the “Fair Market Value” of a Shareholder’s Equity Interest shall as required be determined as follows.
Sample 1
INDEPENDENT EXPERT DETERMINATION. If a Dispute is referred to an Independent Expert for determination pursuant to clause 13.4, the following provisions will apply: (a) Qube and the Customer will use all reasonable endeavours to ensure that the Independent Expert provides the Independent Expert's determination on the Dispute within 60 days of the date of referral under clause 13.4(a); (b) the Independent Expert will decide the Dispute as an Independent Expert, and the Independent Expert's directions or determinations will be final and binding on both Qube and the Customer; (c) Qube and the Customer will use all reasonable endeavours to ensure that the Independent Expert is provided with: (i) all relevant information available to Qube and the Customer; and (ii) all reasonable assistance, in a timely manner, to enable the Independent Expert to make a determination in relation to the Dispute within 60 days of referral under clause 13.4(a).
Sample 1

Related to INDEPENDENT EXPERT DETERMINATION

  • Expert Determination If a Dispute relates to any aspect of the technology underlying the provision of the Goods and/or Services or otherwise relates to a financial technical or other aspect of a technical nature (as the Parties may agree) and the Dispute has not been resolved by discussion or mediation, then either Party may request (which request will not be unreasonably withheld or delayed) by written notice to the other that the Dispute is referred to an Expert for determination. The Expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the relevant professional body. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.

  • Independent Expert The Parties and the other signatories may, upon written agreement, resort to an independent expert in order to obtain a well-grounded opinion that may lead to the settlement of the dispute or controversy. In case such agreement is signed, arbitration may only be filed after issuance of the expert’s opinion.

  • 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.

  • INDEPENDENT PRICE DETERMINATION 6.1 By signing and submitting this bid, the Bidder certifies that the prices in this bid have been arrived at independently, without consultation, communication or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder prior to bid opening directly or indirectly to any other Bidder or to any competitor; no attempt has been made, or will be made, by the Bidder to induce any person or firm to submit, or not to submit, a bid for the purpose of restricting competition.

  • Determination by Independent Firm In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

  • Determination by the Reviewing Party If the Company reasonably believes that it is not obligated under this Agreement to indemnify the Indemnitee, the Company shall, within 10 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses, notify the Indemnitee that the request for advancement of Expenses or reimbursement of Expenses will be submitted to the Reviewing Party (as hereinafter defined). The Reviewing Party shall make a determination on the request within 30 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses. Notwithstanding anything foregoing to the contrary, in the event the Reviewing Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced or otherwise paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring a suit to enforce his/her indemnification right in accordance with Section C.3 below.

  • Independent Review Contractor shall provide the Secretary of ADS/CIO an independent expert review of any Agency recommendation for any information technology activity when its total cost is $1,000,000.00 or greater or when CIO requires one. The State has identified two sub-categories for Independent Reviews, Standard and Complex. The State will identify in the SOW RFP the sub-category they are seeking. State shall not consider bids greater than the maximum value indicated below for this category. Standard Independent Review $25,000 Maximum Complex Independent Review $50,000 Maximum Per Vermont statute 3 V.S.A. 2222, The Secretary of Administration shall obtain independent expert review of any recommendation for any information technology initiated after July 1, 1996, as information technology activity is defined by subdivision (a) (10), when its total cost is $1,000,000 or greater or when required by the State Chief Information Officer. Documentation of this independent review shall be included when plans are submitted for review pursuant to subdivisions (a)(9) and (10) of this section. The independent review shall include: • An acquisition cost assessment • A technology architecture review • An implementation plan assessment • A cost analysis and model for benefit analysis • A procurement negotiation advisory services contract • An impact analysis on net operating costs for the agency carrying out the activity In addition, from time to time special reviews of the advisability and feasibility of certain types of IT strategies may be required. Following are Requirements and Capabilities for this Service: • Identify acquisition and lifecycle costs; • Assess wide area network (WAN) and/or local area network (LAN) impact; • Assess risks and/or review technical risk assessments of an IT project including security, data classification(s), subsystem designs, architectures, and computer systems in terms of their impact on costs, benefits, schedule and technical performance; • Assess, evaluate and critically review implementation plans, e.g.: • Adequacy of support for conversion and implementation activities • Adequacy of department and partner staff to provide Project Management • Adequacy of planned testing procedures • Acceptance/readiness of staff • Schedule soundness • Adequacy of training pre and post project • Assess proposed technical architecture to validate conformance to the State’s “strategic direction.” • Insure system use toolsets and strategies are consistent with State Chief Information Officer (CIO) policies, including security and digital records management; • Assess the architecture of the proposed hardware and software with regard to security and systems integration with other applications within the Department, and within the Agency, and existing or planned Enterprise Applications; • Perform cost and schedule risk assessments to support various alternatives to meet mission need, recommend alternative courses of action when one or more interdependent segment(s) or phase(s) experience a delay, and recommend opportunities for new technology insertions; • Assess the architecture of the proposed hardware and software with regard to the state of the art in this technology. • Assess a project’s backup/recovery strategy and the project’s disaster recovery plans for adequacy and conformance to State policy. • Evaluate the ability of a proposed solution to meet the needs for which the solution has been proposed, define the ability of the operational and user staff to integrate this solution into their work.

  • 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.

  • Independent Audit The Grantee shall submit, in a format specified by the department, the independent financial compliance audit prepared by an independent Certified Public Accountant for the previous fiscal year. The audit shall follow the General Grant Requirements of Sections VIII (F) and (G) and be submitted no later than March 1 of the current fiscal year.

  • Independent Auditor If: (a) the Provider is the Distributor and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from the information relating to the Trader or that the information is commercially sensitive; or (b) the provider is the Trader and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from information relating to the Distributor or that the information is commercially sensitive, then the Distributor or the Trader, as appropriate, will permit an independent auditor (the “Auditor”) appointed by the other party to review the Records and the other party will not itself directly review any of the Records. The Distributor or the Trader, as appropriate, will not unreasonably object to the Auditor appointed by the other party. In the event that the Distributor or the Trader, as appropriate, reasonably objects to the identity of the Auditor, the parties will request the President of the New Zealand Law Society (or a nominee) to appoint a person to act as the Auditor. The party that is permitted by this clause 31.5 to appoint an Auditor will pay the Auditor’s costs, unless the Auditor discovers a material inaccuracy in the Records in which case the other party will pay the Auditor’s costs. The terms of appointment of the Auditor will require the Auditor to keep the Records confidential.

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