Review by Accountants. If a Seller Objection Notice is properly and timely delivered, Purchaser and Seller shall use good faith efforts to resolve their differences with respect to the Seller Objection within 30 calendar days after Purchaser’s receipt of the Seller Objection Notice. If Purchaser and Seller resolve their differences with respect to the Closing Date Balance Sheet and/or the Closing Working Capital Statement within such 30-day period, the Closing Date Balance Sheet and/or the Closing Working Capital Statement shall be modified as necessary to reflect such agreement and, as so modified, shall be final and binding upon Purchaser and Seller. Any differences with respect to the Seller Objection not resolved by Purchaser and Seller within such 30-day period shall be submitted for the purpose of resolving such dispute to such nationally recognized public accounting firm as shall be mutually agreed between Purchaser and Seller and, if not so mutually agreed within 5 calendar days, shall be PricewaterhouseCoopers LLP (United States) (such public accounting firm, the “Accountants”); provided that if PricewaterhouseCoopers LLP (United States) would not qualify as an independent registered public accounting firm with respect to Purchaser and Seller at such time, then the Accountants shall be Ernst & Young LLP (United States). The Accountants shall be instructed to render their decision in accordance with the terms of this Agreement and GAAP (as modified in accordance with the illustration set forth in Exhibit 1.4(a)) and shall consider only those items or amounts on the Closing Date Balance Sheet and/or in the Closing Working Capital Statement as to which Seller has, in the Seller Objection Notice, disagreed and such other issues as may reasonably be affected by the items as to which Seller has so disagreed. The Accountants shall deliver to Purchaser and Seller, 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 Seller 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 to Purchaser ...
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 payments and reports made under Sections 7.4 and 7.6, but said accountant shall not disclose to TDC any information except that which should have been properly contained in such reports. The right of review with respect to any quarterly accounting shall terminate two years after TDC's receipt of the royalties due with respect to such quarter.
Review by Accountants. 36 6.5 Filings....................................................................... 37 6.6
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. 30 5.5 Termination of AIB Stock Option Plan...................................31 5.6
Review by Accountants. Promptly upon request of Bancorp or FCB, AIB will request its accountants to permit FCB's accountants to review and examine the work papers of AIB's accountants relating to AIB, the AIB Financial Statements or other financial statements delivered to Bancorp and FCB hereunder, and any tax return filed by AIB with any tax agency and to review and examine the work papers of AIB's accountants relating to any future audits or reviews of AIB.
Review by Accountants. Promptly upon request of CVB, Kaweah will request VTD to permit representatives ---------------------- of Deloitte & Touche working on behalf of CVB to review and examine the work papers of VTD relating to Kaweah and the Financial Statements of Kaweah and to review and examine the work papers of VTD relating to any future completed audits or completed reviews of Kaweah.
Review by Accountants. 15 7.8 Payments . . . . . . . . . . . . . . . . . . . . 16 7.
Review by Accountants. Promptly upon request of GBB, PRB will --------------------- request (and the Shareholder in its capacity as a shareholder shall cause PRB to request) Peat Marwick to permit representatives of C&L working on behalf of GBB to review and examine the work papers of Peat Marwick relating to PRB and the Financial Statements of PRB and to review and examine the work papers of Peat Marwick relating to any future completed audits or completed reviews of PRB.
