Reporting Accountants Sample Clauses
The Reporting Accountants clause designates an independent accounting firm to review and verify specific financial information or calculations relevant to the agreement. Typically, this clause outlines the process for appointing the accountants, the scope of their review—such as validating earn-out payments, working capital adjustments, or compliance with financial covenants—and the binding nature of their findings. Its core function is to provide an impartial mechanism for resolving financial disputes or uncertainties, thereby ensuring accuracy and fairness in the financial aspects of the contract.
Reporting Accountants. 1.1 The Reporting Accountants shall be engaged jointly by the Seller and the Purchaser on the terms set out in Paragraph 1 of this Schedule 11 and otherwise on such terms as shall be agreed; provided that neither the Seller nor the Purchaser shall unreasonably refuse their agreement to terms proposed by the Reporting Accountants or by the Purchaser or the Seller, as the case may be. If the terms of engagement of the Reporting Accountants have not been settled within thirty (30) Business Days of their identity having been determined (or such longer period as the Seller and the Purchaser may agree) then, unless the Seller or the Purchaser unreasonably refuses agreement to those terms, those accountants shall be deemed never to have become the Reporting Accountants and new Reporting Accountants shall be selected in accordance with the provisions of this Agreement.
1.2 Except to the extent that the Seller and the Purchaser mutually agree otherwise, the Reporting Accountants shall determine their own procedure; provided that the Reporting Accountants:
(a) apart from procedural matters and as otherwise set out in the Agreement, shall determine only whether any of the arguments for an alteration to the draft Statements put forward in the notice referred to in Clause 7.2 is correct with respect to the application of the Accounting Principles Consistently Applied in whole or in part; and if so, what alterations should be made to the Statements in order to correct the relevant inaccuracy in it;
(b) shall apply the principles set out in Clause 7;
(c) shall make their determination as soon as is reasonably practicable.
Reporting Accountants. The Agent may, at any time prior to the date falling 12 months after the Amendment Letter Effective Date, appoint the Reporting Accountants to conduct an independent business review of the Group or to monitor the financial and operational performance of the Obligors on an ongoing basis. The Obligors hereby undertake to co-operate in such a review and agree that such review shall be at the cost and expense of the Company.’’;
(d) A new Clause 20.8 shall be added as follows:
Reporting Accountants. PricewaterhouseCoopers (Independent Registered Public Accounting Firm, Hong Kong) in respect of the audited consolidated financial statements of the Group and the audited consolidated financial statements of Nutrition Science Partners Limited and PricewaterhouseCoopers ▇▇▇▇▇ ▇▇▇▇ LLP (Independent Registered Public Accounting Firm, PRC) in respect of the audited consolidated financial statements of Material PRC Non-Consolidated Entities (the “Reporting Accountants”) who have certified the financial statements and supporting schedules of the Group included in the Disclosure Package and the Final Offering Circular are, to the best knowledge of the Company after due inquiry, independent public accountants as required by the 1933 Act, the rules and regulations promulgated thereunder (the “1933 Act Regulations”), the 1934 Act, the 1934 Act Regulations and the Public Company Accounting Oversight Board.
Reporting Accountants. (a) an independent firm of chartered accountants of international repute to be agreed between the Institutional Seller and the Purchaser shall be engaged jointly by the Institutional Seller (on behalf of the Sellers) and the Purchaser as reporting accountants (the “Reporting Accountants”) on the terms set out below. If either (i) the selected firm is unable or unwilling to act or (ii) the identity of the Reporting Accountants has not been agreed, or the terms of engagement of the Reporting Accountants have not been settled, within five Business Days of the referral pursuant to paragraph 8 (or such longer period as the Institutional Seller and the Purchaser may agree), then those accountants shall be deemed never to have become the Reporting Accountants and new Reporting Accountants shall be selected jointly by the Institutional Seller and the Purchaser within seven days of a notice by one to the other requiring such agreement or, failing such agreement, shall be nominated on the application of either of the Institutional Seller or the Purchaser by the President for the time being of The Institute of Chartered Accountants in England and Wales.
(b) Except to the extent that the Institutional Seller and the Purchaser agree otherwise, the Reporting Accountants:
(i) shall consider only those items and amounts set out in the draft Effective Time Statements or draft Payment Statement as to which the Institutional Seller and the Purchaser still disagree and whether any of the arguments put forward in the Seller’s Disagreement Notice is correct in whole or on part;
(ii) shall determine what alterations should be made to the draft Effective Time Statements or draft Payment Statement in order to correct the relevant inaccuracy in them, provided that any such alterations will not result in an adjustment that is higher than the higher figure submitted by the Purchaser or the Institutional Seller and will not result in an adjustment that is lower than the lower figure submitted by the Purchaser or the Institutional Seller;
(iii) shall apply the Accounting Policies and the other provisions set out in Schedule 5 (Accounting Policies); and
(iv) for the avoidance of doubt shall not be entitled to determine the scope of their own jurisdiction.
(c) The Reporting Accountants shall act as experts and not as arbitrators and their determination of any matter falling within their jurisdiction shall be final and binding on the Parties save in the event of manifest error (when the r...
Reporting Accountants. 1.1 The Reporting Accountants shall be engaged jointly by the Seller and the Purchaser on the terms set out in Paragraph 1 of this Schedule 11 and otherwise on such terms as shall be agreed; provided that neither the Seller nor the Purchaser shall unreasonably refuse their agreement to terms proposed by the Reporting Accountants or by the Purchaser or the Seller, as the case may be. If the terms of engagement of the Reporting Accountants have not been settled within thirty (30) Business Days of their identity having been determined (or such longer period as the Seller and the Purchaser may agree) then, unless the Seller or the Purchaser unreasonably refuses agreement to those terms, those accountants shall be deemed never to have become the Reporting Accountants and new Reporting Accountants shall be selected in accordance with the provisions of this Agreement.
1.2 Except to the extent that the Seller and the Purchaser mutually agree otherwise, the Reporting Accountants shall determine their own procedure; provided that the Reporting Accountants: