The Accountant. Xxxxxx & Associates shall be retained as the initial accountant for the Company (the "ACCOUNTANT") for the Fiscal Year ending December 31, 2004 and shall prepare the 2004 tax return of the Company subject to the review and written approval of the Tax Matters Member and the Manager. Except as provided in Section 7.5.G hereof, the fees and expenses of the Accountant shall be a Company expense. Upon reasonable advance notice to the Manager, any Member may, in its discretion and at such Member's expense, cause a nationally recognized accounting firm selected by such Member in its reasonable discretion to conduct an annual audit of the books, records and accounts of the Company, any Owner Entity or Additional Property Owner Entity (in addition to any audit conducted by the Accountant). In the event the Manager shall desire to terminate the employment of the Accountant after 2004, and to substitute another accountant therefor, the Manager shall designate another nationally recognized accounting firm. In such event, the Members shall take all actions necessary to cause the then-existing Accountant to fully cooperate in such transition and to provide all workpapers and other books and records to the new Accountant.
The Accountant. The Company shall retain a “Big Four” or other independent certified public accounting firm selected by Operating Company to be the accountant and auditor for the Company (the “Accountant”). The fees and expenses of the Accountant shall be a Company expense. The initial Accountant shall be Deloitte & Touche LLP.
The Accountant. After the end of the Consultation Period, Buyer and Sellers shall jointly retain Ernst & Young (or another accounting firm of national reputation mutually agreed upon by Buyer and Sellers) to resolve such of the issues set forth in the Dispute Notice as shall not have been resolved by mutual written agreement of Buyer and Sellers prior to such date. If for any reason Ernst & Young (or such other mutually agreed upon firm) shall not be available to resolve such issues consistent with this Section 2(e), Buyer and Sellers shall promptly retain the services of a national or regional independent accounting firm with experience in preparing GAAP financial statements for holding companies with Texas domestic property/casualty insurance companies, which does not at the time of retention provide, and has not in the prior year provided, services to Buyer or Sellers (or to their Affiliates). If Buyer and Sellers cannot agree on the independent accounting firm to be retained within 30 days, Buyer and Sellers shall each submit the name of one accounting firm that satisfies the qualifications set forth in this Section 2(e)(iv), and the independent accounting firm shall be selected by lot from those two firms. The independent accounting firm retained by Buyer and Sellers pursuant to this Section 2(e)(iv) (the “Accountant”) shall conduct such review of the NLASCO Closing Balance Sheet, the Adjustment Notice and the Dispute Notice, any supporting documentation and any related work papers as the Accountant in its sole discretion deems necessary to resolve the issues raised in the Dispute Notice, and the Accountant shall conduct such hearings or hear or review such oral or written presentations by the parties as the Accountant in its sole discretion deems necessary to resolve such issues.
The Accountant. Within 15 days after the Buyer’s receipt of any Dispute Notice (if the parties, acting in good faith, fail to resolve the dispute during such period), the Buyer and the Seller shall jointly contact the New York office of PricewaterhouseCoopers LLP (it being agreed that if the New York office of PricewaterhouseCoopers LLP does not accept such engagement, then the New York office of KPMG LLP shall be contacted) (the “Accountant”) and shall retain such firm to resolve the issues set forth in the Dispute Notice. The Accountant shall determine, based solely on written presentations by the Buyer and the Seller and their respective representatives, and not by independent review, only those issues in dispute specifically set forth in the Dispute Notice that have not previously been resolved between the Buyer and the Seller. Such written presentations shall be made to the Accountant within 30 days of the engagement of the Accountant. In resolving any disputed item, the Accountant: (i) shall be bound by the principles set forth in Section 3.1 and the definitions of Working Capital, Current Assets and Current Liabilities, (ii) shall limit its review to matters specifically set forth in the Dispute Notice, and (iii) shall further limit its review solely to whether the determination of Closing Working Capital set forth in the Closing Working Capital Statement is mathematically accurate and has been prepared in accordance with Section 3.1. The determination of the Accountant in respect of any disputed item in the Dispute Notice cannot, however, be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Buyer’s Closing Working Capital Statement or in the Seller’s Dispute Notice.
The Accountant. Bookkeeper shall have no rights to assign any of their rights under this Letter or delegate the performance of any of the obligations or duties hereunder, without the prior written consent of the Client. Any attempt by the Accountant/Bookkeeper to assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be void and of no effect.
The Accountant. The Company shall retain, at its sole cost and expense, Ernst & Young LLP to be the accountant and auditor for the Company (provided that Knight, in the exercise of it reasonable discretion, shall be permitted to cause the Company to instead retain, at its sole cost and expense, PricewaterhouseCoopers LLP) (the “Accountant”). In the event the Accountant shall no longer serve as accountant and auditor for the Company, the Company shall appoint an individual or a firm, pursuant to a Super-Majority Vote of the Managers in accordance with Section 6.04, to serve as the Accountant. The fees and expenses of the Accountant shall be paid by the Company.
The Accountant. The Company shall retain KPMG Peat Marwick to be the initial accountant and auditor for the Company (the “Accountant”). The fees and expenses of the Accountant shall be an Operating Expense. Any change in the Accountant shall be a Major Decision as set forth in Section 6.3. If the Management Committee cannot agree upon a substitute Accountant, then NYSTRS may retain a second accountant to review the work of the Accountant. The fees and expenses of the second accountant shall be an Operating Expense.
The Accountant. The General Partner shall cause the Company to retain Xxxxx XX, Xxxxx Xxxxxxxx, Xxxxx & Xxxxx or any other recognized and reputable national or regional independent certified public accounting firm selected by the General Partner to be the accountant and auditor for the Company (the “Accountant”). The fees and expenses of the Accountant shall be a Company expense.
The Accountant. Within 15 days after the Sellers' receipt of a -------------- Dispute Notice and unless the matters in the Dispute Notice have otherwise been resolved by mutual agreement of the parties, the Purchaser and the Sellers shall mutually agree upon and jointly contact an independent accounting firm with experience in the apparel industry, which shall be retained to resolve the issues set forth in the Dispute Notice. If the Purchaser -2- and the Sellers cannot agree on the independent accounting firm to be retained, the Purchaser and the Sellers shall each submit the name of one accounting firm that satisfies the qualifications set forth in this Section 3, and the independent accounting firm shall be selected by lot from those two firms. The independent accounting firm retained by the Purchaser and the Sellers (the "Accountant") shall conduct such review of the Closing Balance Sheet, any related work papers of Rocky's accountants, the Adjustment Certificate and the Dispute Notice, and any supporting documentation as the Accountant in its sole discretion deems necessary, and the Accountant shall conduct such hearings or hear such presentations by the parties as the Accountant in its sole discretion deems necessary.
The Accountant. If the Purchaser delivers a Dispute Notice, the Seller and the Purchaser will negotiate in good faith for 20 days in order to determine the actual Closing Working Capital of the Company. If, at the end of such 20 day period, the Seller and the Purchaser have not come to such a determination, they shall jointly and promptly retain the Los Angeles office of Xxxxxx Xxxxxxxx, LLP (the "Accountant"). The parties acknowledge that Xxxxxx Xxxxxxxx, LLP will not provide at the time of such retention, and shall not have provided in the three years prior thereto, services to the Seller, the Purchaser or the Company and if this acknowledgement is not true at the time of such retention, another nationally recognized accounting firm which meets such criteria shall be selected and retained by the Seller and the Purchaser and shall serve as the Accountant hereunder. The parties shall provide such information as is necessary and appropriate for the Accountant to determine the Closing Working Capital.
