Role of Expert. The Expert will act as an expert and not as an arbitrator. The decision of the Expert will be final and binding on all parties in the absence of manifest error.
Role of Expert. The Expert shall be instructed to:
Role of Expert. 3.1 The Expert shall:
3.1.1 act as an expert and not as an arbitrator;
3.1.2 determine on the basis of all information, documents and materials before him what adjustments (if any) are in his opinion necessary to the amounts shown by the Adjusted Draft Closing Accounts in respect of each of the relevant Disputed Items referred to him in order to comply with the provisions of this agreement; and
3.1.3 notify the parties of his determination in writing (without reasons) as soon as practicable and in any event within 30 calendar days of his appointment.
3.2 The Buyer, the Sellers and the Individual Sellers’ Representative and the Institutional Sellers shall bear their own costs in relation to the Expert determination process set out in this Part III. Any nomination fee and the Expert's fees and expenses (including any fees and expenses of any professional advisers appointed by him) shall be borne as determined by the Expert (having regard to the merits of each party's submissions in relation to the Disputed Items referred to him).
3.3 The Expert's determination shall be final and binding on the parties except where there is fraud or manifest error.
3.4 Any determination under this Part III shall be conducted and delivered in the English language.
Role of Expert. 3.1 The Expert shall, in no longer that one month,:
(a) act as an expert and not as an arbitrator;
(b) determine on the basis of all information, documents and materials before him what adjustments (if any) are in his opinion necessary to the amounts shown by the Adjusted Draft Normalised EBITDA Statement and/or the Adjusted Draft Cash Profit Statement in respect of each of the Disputed Items referred to him in order to comply with the provisions of this agreement; and
(c) notify the parties of his determination in writing (without reasons) as soon as practicable.
3.2 Any nomination fee and the Expert's fees and expenses (including any fees and expenses of any professional advisers appointed by him) shall be borne as determined by the Expert (having regard to the merits of each party's submissions in relation to the Disputed Items referred to him), failing which, borne half by the Sellers and half by the Buyer.
3.3 The Expert's determination shall be final and binding on the parties except where there is fraud or manifest error.
3.4 Any determination under this part 2 shall be conducted and delivered in the English language.
Role of Expert. 3.1 The Expert shall:
3.1.1 act as an expert and not as an arbitrator;
3.1.2 determine on the basis of all information, documents and materials before him what adjustments (if any) are in his opinion necessary to the amounts shown by the Adjusted Draft Earn‑Out Statement and (where relevant) the Adjusted Draft Aggregate Revenues Statement in respect of each of the relevant Disputed Items referred to him in order to comply with the provisions of this agreement; and
3.1.3 notify the parties of his determination in writing (without reasons) as soon as practicable. Table of Contents
3.2 Any nomination fee and the Expert's fees and expenses (including any fees and expenses of any professional advisers appointed by him) shall be borne half by the Seller and half by the Purchaser.
3.3 The Expert's determination shall be final and binding on the parties except where there is fraud or manifest error.
3.4 Any determination under this part 3 shall be conducted and delivered in the English language.
Role of Expert. The Expert appointed under clause 37.2 (Referral to Expert) shall act on the following basis:
(a) on his or her appointment, the Expert shall confirm his or her neutrality, independence and the absence of conflicts in determining the Technical Dispute;
(b) the Expert shall comply with the terms of this Agreement and shall act as an expert and not as an arbitrator;
(c) if the ESA Coordinating Committee has selected the Expert, the Expert’s determination shall (in the absence of manifest error) be final and binding on the Parties and not subject to appeal (unless expressly stated otherwise in this Agreement);
(d) the Expert shall decide the procedure to be followed in the determination in accordance with this Agreement and in consultation with the Parties and shall be requested to make his or her determination in writing within twenty-five (25) Business Days after his or her appointment or as soon as practicable thereafter;
(e) any amount payable by either Party to the other as a result of the Expert’s determination shall be due and payable within five (5) Business Days of the Expert’s determination being notified to the Parties. Any action required by the Expert as a result of the Expert’s determination shall be implemented within ten (10) Business Days following the Expert’s determination being notified to the Parties or as specified within the determination; and
(f) the Expert shall decide how and by whom the costs of the determination, including the fees and expenses of the Expert (but excluding the Parties’ own costs which shall be borne by the Party incurring those costs) (the Costs), are to be paid. Pending the Expert’s decision as to the Costs of the determination, the Costs shall be borne equally by the Parties.
(g) For the avoidance of doubt, if the ESA Coordinating Committee has not selected the Expert, a Party may refer any Technical Dispute which is not resolved to its satisfaction to arbitration as a Dispute to be conducted in accordance with clause 38 (Arbitration).
Role of Expert. 4.1 To the extent the parties are unable to agree on any further details or procedures for carrying out the Sustained Response Test or testing of Governor Droop, an Expert may be requested to determine such details or procedures, which will then be adopted and thereafter applied in any further testing by the parties.
4.2 In the event of a dispute as to the result of a Sustained Response Test or test of Governor Droop, the matter shall be referred to an Expert for determination.
Role of Expert. 12.1 The Expert shall:
12.1.1 act as an expert and not as an arbitrator;
12.1.2 determine on the basis of all information, documents and materials before him what adjustments (if any) are in his opinion necessary to the amounts shown by the Adjusted Draft Completion Statements in respect of each of the Disputed Items referred to him in order to comply with the provisions of this agreement; and
12.1.3 notify the parties of his determination in writing (without reasons) as soon as reasonably practicable and in any event within [40] Business Days of his appointment.
12.2 Any nomination fee and the Expert’s fees and expenses (including any fees and expenses of any professional advisers appointed by him) shall be borne as determined by the Expert (having regard to the merits of each party’s submissions in relation to the Disputed Items referred to him), failing which, borne half by the Sellers and half by the Purchaser.
12.3 The Expert’s determination shall be final and binding on the parties except where there is fraud or manifest error.
Role of Expert. An expert can be present to provide expert input on a specific agenda item during a Forum meeting if requested by either an employee representative or management and agreed in advance by both the management co-ordinator and the employee representatives co-ordinator. The reasonable cost of an expert will be borne by the Stream upon the prior agreement of the co-ordinators and limited to one expert per Forum meeting.
Role of Expert. 4.1 The expert:
(a) acts as an expert and not as an arbitrator;
(b) must make its determination on the basis of the submissions of the parties, including documents and witness statements, and the Expert’s own expertise; and
(c) must issue a certificate in a form the expert considers appropriate, stating the expert’s determination and giving reasons, within twelve (12) weeks after the date of the letter of engagement referred to above.
4.2 If a certificate issued by the expert contains a clerical mistake, an error arising from an accidental slip or omission, a material miscalculation of figures, a mistake in the description of any person, matter or thing, or a defect of form, then the expert must correct the certificate.
