Selection of the Accountant Sample Clauses

Selection of the Accountant. In the event that Seller and Buyer are unable to resolve in writing any of Seller’s objections in the Notice of Objection within the thirty (30) day period (or such longer period as may be agreed by Xxxxx and Seller) after the delivery of such Notice of Objection, the resolution of all of such unresolved objections (“Disputed Items”) shall be submitted to Xxxxx Xxxxxxxx LLP (or such other accounting firm of recognized national standing in the United States as may be mutually selected by Xxxxx and Seller) which shall resolve such objections and determine the Final Cash Consideration. If, within fifteen (15) days of the end of the thirty (30) day period, Xxxxx Xxxxxxxx LLP is not willing and able to serve in such capacity and Buyer and Seller otherwise fail to appoint an alternative accounting firm mutually selected by Xxxxx and Seller, then Seller shall deliver to Buyer a list of three (3) independent accounting firms of recognized national standing in the United States and Buyer shall select one of such three accounting firms (such firm ultimately selected pursuant to the aforementioned procedures being the “Accountant”). Seller and Xxxxx shall execute any agreement reasonably required by the Accountant for its engagement hereunder.
Sample 1
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Selection of the Accountant. In the event that Seller Parent and Purchaser are unable to resolve in writing any of Seller Parent’s objections in the Notice of Objection within the 20-day period (or such longer period as may be agreed by Purchaser and Seller Parent) after the delivery of such Notice of Objection, the resolution of all of such unresolved objections (“Disputed Items”) shall be submitted to an accounting firm of recognized national standing in the United States as may be mutually selected by Purchaser and Seller Parent (an “Independent Accountant”), which shall resolve such objections and determine the Final Purchase Price. If, within 15 days after the end of the 20-day period described in the foregoing sentence, the Independent Accountant is not willing and able to serve in such capacity and Purchaser and Seller Parent otherwise fail to appoint an alternative accounting firm mutually selected by Purchaser and Seller Parent, then the Parties shall discuss potential independence considerations, Seller Parent shall deliver to Purchaser a list of three independent accounting firms of recognized national standing in the United States, which shall not include Seller Parent Accountant, and Purchaser shall select one of such three accounting firms (such firm ultimately selected pursuant to the aforementioned procedures being the “Accountant”). Seller Parent and Purchaser shall execute any agreement reasonably required by the Accountant for its engagement hereunder.
Sample 1
Selection of the Accountant. In the event that the Buyer and the Seller are unable to resolve in writing all of the Seller’s objections in the Notice of Objection within the thirty (30) day period (or such longer period as may be agreed by the Buyer and the Seller) following the delivery of such Notice of Objection, the resolution of all such unresolved items (“Disputed Items”) shall be submitted to an independent accounting firm of recognized national standing in the United States as may be mutually selected by the Buyer and the Seller to resolve any remaining disagreements and determine the Final Consideration. If (A) such mutually selected accounting firm is not willing and able to serve in such capacity or (B) the Buyer and the Seller otherwise fail to appoint an accounting firm pursuant to the immediately preceding sentence within ten (10) Business Days after the expiration of the resolution period set forth in the immediately preceding sentence, then the Seller shall deliver to the Buyer a list of three (3) other accounting firms of recognized national standing and the Buyer shall select one (1) of such three (3) accounting firms (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”). The Seller and the Buyer shall execute any agreement reasonably required by the Accountant for its engagement hereunder.
Sample 1
Selection of the Accountant. In the event that Parent and the Stockholder Representative are unable to resolve in writing all of the Stockholder Representative’s objections in the Notice of Objection within the thirty (30) day period (or such other period as may be agreed by Xxxxxx and the Stockholder Representative) following Parent’s receipt of such Notice of Objection, the resolution of all such unresolved items (“Disputed Items”) shall be submitted to a nationally recognized firm of independent certified public accountants mutually selected by Parent and the Stockholder Representative to resolve any remaining disagreements and determine the Final Merger Cash Consideration. If a mutually selected independent accountant is not appointed within thirty-five (35) Business Days from the date on which a Notice of Objection is delivered (or such longer period as may be agreed by Parent and the Stockholder Representative), Parent and Stockholder Representative shall draw lots to determine the independent accountant; provided that it shall be the New York main office of one of the “big four” accounting firms (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”). The Stockholder Representative and Parent shall execute any agreement reasonably required by the Accountant for its engagement hereunder.
Sample 1
Selection of the Accountant. In the event that Buyer and Seller are unable to resolve in writing all of Buyer’s objections in the Notice of Objection within the thirty (30)-day period (or such longer period as may be agreed by Buyer and Seller) following the delivery of such Notice of Objection, the resolution of all such unresolved items (“Disputed Items”) shall be submitted jointly by Seller and Buyer or by either Seller or Buyer individually to KPMG International Limited (or, if KPMG International Limited is unwilling or unable to serve, such other independent accounting or valuation firm of recognized national standing in the United States as may be mutually selected by Xxxxx and Seller) to resolve any remaining disagreements (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”). Seller and Buyer shall execute any agreement reasonably required by the Accountant for its engagement hereunder.
Sample 1
Selection of the Accountant. In the event that Buyers and Sellers are unable to resolve in writing all of Sellers’ objections in the Notice of Objection within the 30-day period (or such longer period as may be agreed by Buyers and Sellers) following the delivery of such Notice of Objection, the resolution of all such unresolved items (“Disputed Items”) shall be submitted jointly by the Parties or by either Sellers or Buyers individually to BDO USA, LLP (or, if BDO USA, LLP is unwilling or unable to serve, such other independent accounting or valuation firm of recognized national standing in the United States, or if such unresolved items relate to German items, in Germany, as may be mutually selected by Xxxxxx and Sellers) to resolve any remaining disagreements (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”). Sellers and Buyers shall execute any agreement reasonably required by the Accountant for its engagement hereunder.
Sample 1
Selection of the Accountant. In the event that Buyer and Seller are unable to resolve in writing all of Buyer’s objections in the Notice of Objection within the 30‑day period (or such longer period as may be agreed by Buyer and Seller) following the delivery of such Notice of Objection, the resolution of all such unresolved items (“Disputed Items”) shall be submitted to Deloitte LLP (or, if Deloitte LLP is unwilling or unable to serve, such other independent accounting firm of recognized national standing in the United States as may be mutually selected by Buyer and Seller) to resolve any remaining disagreements (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”). Seller and Buyer shall execute any agreement reasonably required by the Accountant for its engagement hereunder.
Sample 1
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Related to Selection of the Accountant

  • Selection of the Arbitrator a) Arbitration shall be by a single arbitrator. b) The central parties shall select a mutually agreed upon arbitrator. c) The central parties may refer multiple grievances to a single arbitrator. d) Where the central parties are unable to agree upon an arbitrator within 10 days of referral to arbitration, either central party may request that the Minister of Labour appoint an arbitrator. e) The remuneration and expenses of the arbitrator shall be shared equally between the central parties.

  • Selection of Underwriter In the case of any registration effected pursuant to this Agreement, the Company shall have the right to designate the managing underwriter in any underwritten offering, subject to the approval of the holders of a majority of the Registrable Shares requested to be included in such offering, which approval shall not be unreasonably withheld.

  • Selection of Mediator A single mediator that is acceptable to both parties shall be used to mediate the dispute. The mediator will be knowledgeable in the subject matter of this Contract, if possible.

  • Verification of the Registration of E - Bidders 6.1. Registration shall subject to verification and approval of the Auctioneer’s website and subject further to bank’s clearance of deposit payment. Please take note that approval from the Auctioneer’s administrator may take at least 1 working day and any improper, incomplete registration or late registration may be rejected at the sole discretion of the Auctioneer. Neither the Auctioneer nor its website nor its agents and/or representative bears any responsibility or assumes any liability in the event that the registration of a prospective E-Bidders is rejected and/or delayed for any reason whatsoever. In the event of the registration is rejected, the deposit paid (if cleared by the bank) shall be refunded to the same bank account from which the deposit transfer was made within three (3) working days. 6.2. Upon approval and verification by the Auctioneer’s website and subject to the deposit payment being cleared by the bank, registered E- Bidders will receive a password, i. e. “PIN”, and a secured hyperlink via WhatsApp to the registered mobile number or email which allows the registered E-Bidders to bid for their intended property on the auction day. 6.3. Registered E-Bidders hold the utmost responsibility in the privacy and confidentiality of the given user ID and password. In the event of given user ID and password disclosed to any other person at any time intentionally or unintentionally, the registered E-bidders must notify immediately to the Auctioneer.

  • Selection Procedures In selecting the Loan Assets to be Pledged pursuant to this Agreement, no selection procedures were employed which are intended to be adverse to the interests of the Lenders.

  • Certification of the Settlement Class For purposes of this Settlement only, the Parties stipulate to the certification of the Settlement Class, which is contingent upon the Court entering the Final Approval Order and Judgment of this Settlement and the occurrence of the Effective Date.

  • Selection of Counsel In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

  • Selection Procedure 10.2.4.1 Internal applicants shall be defined as all applicants with seniority in accordance with Article 12.5. 10.2.4.2 In filling a posted vacancy, first consideration shall be given to internal applicants who meet the stated qualifications. All Faculty members who meet the stated qualifications for the posted vacancy shall be interviewed by the Selection Committee. Past service and evaluations shall be considered by the Committee. The best qualified candidate shall be recommended for appointment to the position. 10.2.4.3 Where the qualifications of two or more of the applicants are relatively equal, the applicant with the greatest seniority shall be recommended for appointment to the position. 10.2.4.4 In establishing the qualifications, and in evaluating the qualifications and past performance of the applicants, the committee shall act in good faith, in a fair and reasonable manner, and shall not act in an arbitrary or discriminatory fashion. 10.2.4.5 Following the interviews, the committee will submit its recommendations containing a list of qualified candidates in order of preference, through the appropriate Xxxx to the President or delegate. 10.2.4.6 New faculty members shall be appointed only when there are no qualified internal applicants. 10.2.4.7 If there are no qualified internal applicants, the selection committee may consider external applications, in accordance with the procedure outlined above. 10.2.4.8 Internal applicants will be advised as soon as possible of the selection committee's decision that the committee will be considering external applications in accordance with Article 10.2.4.7.

  • Selection of Brokers The Sub-adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities and other property for a Fund in a manner that implements the policy with respect to brokerage set forth in the Prospectus and Statement of Additional Information for the Fund or as the Board of Directors or the Investment Manager may direct from time to time and in conformity with federal securities laws. In executing Fund transactions and selecting brokers or dealers, the Sub-adviser will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Consistent with any guidelines established by the Board of Directors and communicated to the Sub-adviser, the Sub-adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms of that particular transaction or terms of the overall responsibilities of the Sub-adviser to the Fund. In addition, the Sub-adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Investment Manager, Sub-adviser or the Company's principal underwriter) to take into account the sale of shares of the Company if the Sub-adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will Fund assets be purchased from or sold to the Investment Manager, Sub-adviser, the Company's principal underwriter, or any affiliated person of either the Company, the Investment 4 Manager, Sub-adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission ("SEC") and the 1940 Act.

  • Selection of Underwriters The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.

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