Review by Accountants. If a Seller Objection Notice is properly and timely delivered and Purchaser and Seller are unable to resolve any disagreement between them with respect to the determination of Closing Net Capital of the Company as of the Closing Date within thirty (30) calendar days after delivery of a Seller Objection Notice, Purchaser and Seller shall, within fifteen (15) calendar days after the end of such 30-day period, cause Ernst & Young LLP (or, if they are unable or unwilling to serve, a firm of accountants of nationally recognized standing reasonably satisfactory to Purchaser and Seller) (the “Accountants”), acting as experts and not as arbitrators, to promptly review the disputed items or amounts in the Closing Net Capital Statement and the calculation of Closing Net Capital for the purpose of resolving such dispute. In performing their review, the Accountants shall apply the Balance Sheet Principles and determine the accurate application of the Balance Sheet Principles to only those items or amounts in the Closing Net Capital Statement and the calculation of Closing Net Capital as to which Seller has, in the Seller Objection Notice, disagreed. The Accountants shall be required to deliver to Purchaser and Seller, as promptly as practicable, but no later than thirty (30) calendar days after the Accountants are engaged, a written report setting forth their resolution and, if applicable, their calculation of the disputed items or amounts and the final calculation of the Closing Net Capital as of the Closing Date. Purchaser and Seller shall promptly comply with all reasonable requests by the Accountants for information, books, records and similar items. Upon delivery of the Accountants’ report, such report and the calculation of Closing Net Capital set forth therein shall be final and binding upon Purchaser and Seller, and in connection with such Accountants’ report, no party shall seek recourse to the courts, other tribunals or venues pursuant to this Agreement or otherwise, other than to collect any amounts due under this Section 1.3. The cost of such review and report shall be split equally by Purchaser on the one hand and Seller on the other hand.
Review by Accountants. If a Parent Objection Notice is properly and timely delivered and the Purchaser and the Parent are unable to resolve any disagreement between them with respect to the determination of Closing Working Capital within 30 calendar days after delivery of a Parent Objection Notice, the Purchaser and the Parent shall cause PriceWaterhouseCoopers (or, if they are unable or unwilling to serve, a firm of accountants of nationally recognized standing reasonably satisfactory to the Purchaser and the Parent) (the “Accountants”) to promptly review this Agreement and the disputed items or amounts in the Closing Working Capital Statement for the purpose of resolving such dispute. The Accountants shall consider only those items or amounts in the Closing Working Capital Statement as to which the Parent has, in the Parent Objection Notice, disagreed and such other issues as may reasonably be affected by the items to which the Parent has so disagreed. The Accountants shall be required to deliver to the Purchaser and the Parent, as promptly as practicable, but no later than 60 calendar days after the Accountants are engaged, a written report setting forth their resolution and, if applicable, their calculation of the disputed items or amounts. In no event shall the Accountants’ determination result in Closing Working Capital that is greater than that set forth in the Parent Objection Notice or less than that set forth in the Closing Working Capital Statement. The parties shall promptly comply with all reasonable requests by the Accountants for information, books, records and similar items. Upon delivery of the Accountants’ report, such report and the calculations set forth therein shall be final and binding upon the Purchaser and the Parent absent manifest error. The cost of such review and report shall be split equally by the Purchaser and the Parent.
Review by Accountants. At TDC's request, ALZA shall permit an independent public accountant selected by TDC to have access, once in each calendar year during regular business hours and upon reasonable notice to ALZA, to such of the records of ALZA as may be necessary to verify the accuracy of the reports and payments made under this Agreement, but said accountant shall not disclose to TDC any information except that which should properly have been contained in such reports. The right of review with respect to any quarterly account shall terminate two years after TDC's receipt of the royalties due with respect to such quarter.
Review by Accountants. Promptly upon request of GBB, BAB will --------------------- request PwC to permit representatives of PwC working on behalf of GBB to review and examine the work papers of PwC relating to BAB and BABANK and the Financial Statements of BAB and to review and examine the work papers of PwC relating to any future completed audits or completed reviews of BAB and BABANK.
Review by Accountants. 36 7.5 Filings.......................................................................... 36 7.6
Review by Accountants. Promptly upon request of CFAC, Mission will request McGladery & Xxxxxx to permit CFAC and its representatives to review and examine the work papers of McGladery & Xxxxxx relating to Mission and the Financial Statements of Mission and to review and examine the work papers of McGladery & Xxxxxx relating to any future completed audits or completed reviews of Mission.
Review by Accountants. 42 6.5 Filings . . . . . . . . . . . . . . . . . . . . . . . . . . .42 6.6
Review by Accountants. Promptly upon request of CWSG, DSC will request Xxxxxx Xxxxxxxx to permit representatives of KPMG Peat Marwick working on behalf of CWSG to review and examine the work papers of Xxxxxx Xxxxxxxx relating to DSC and the Financial Statements of DSC and to review and examine the work papers of Xxxxxx Xxxxxxxx relating to any future completed audits or completed reviews of DSC. Any costs incurred in such review and examination will be paid by CWSG.
Review by Accountants. Promptly upon request of CVB, Granite will request VTD to permit representatives of McGladrey & Xxxxxx working on behalf of CVB to review and examine the work papers of VTD relating to Granite and the Financial Statements of Granite and to review and examine the work papers of VTD relating to any future completed audits or completed reviews of Granite.
Review by Accountants. 30 5.5 Termination of AIB Stock Option Plan...................................31 5.6
