The Accountants Clause Samples

The Accountants. Any services provided by the Accountants under this Agreement shall be an expense of the Company. The Accountants shall prepare annual audited financial statements as set forth in the attached Service Agreement.

The Accountants. If this Agreement shall be terminated by the Company or the Trust pursuant to any of the provisions hereof (other than pursuant to Section 8) or if for any reason the Company or the Trust shall be unable to perform its obligations hereunder, the Company or the Trust will reimburse the several Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel to the Underwriters) reasonably incurred by them in connection herewith.

The Accountants. Any services provided by the Accountants under this Agreement shall be an expense of the Company. The Accountants shall prepare annual audited financial statements as set forth in Exhibit 2.

The Accountants. If the Buyers and the Sellers have been unable to resolve all issues set forth in the Dispute Notice within 15 days of the Buyers' receipt of such notice, the Buyers and the Sellers shall jointly contact the US national office of Deloitte & Touche and shall retain Deloitte & Touche to resolve all unresolved issues set forth in the Dispute Notice. If for any reason Deloitte & Touche shall not be available to resolve such issues consistent with this Section 2.2, the Buyers and Sellers shall promptly contact the national office of, and shall retain the services of, an international independent accounting firm with experience in the pharmaceutical industry, which does not at the time of retention provide and has not in the prior ten years provided services to the Buyers or the Sellers (or to their Affiliates). If the Buyers and the Sellers cannot agree on the independent accounting firm to be retained, the Buyers and the Sellers shall each submit the name of one accounting firm that satisfies the qualifications set forth in this Section 2.2, and the independent accounting firm shall be selected by lot from those two firms. The independent accounting firm retained by the Buyers and the Sellers (the "ACCOUNTANT") shall conduct such review of the Closing Balance Sheets, any related work papers of the Buyer Accountants, the Adjustment Certificates, 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 Accountants. If this Agreement is terminated by you in accordance with the provisions of Section 10(c), the Partnership will reimburse the Underwriters for all out-of- pocket expenses (including the fees, disbursements and other charges of counsel to the Underwriters) reasonably incurred by them in connection herewith.

The Accountants. 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 Sellers’ Representative shall jointly contact the Toronto office of Ernst & Young (it being agreed that if the Toronto office of Ernst & Young does not accept such engagement, then the Montreal office of Ernst & Young shall be contacted) (the “Accountants”) and shall retain such firm to resolve the issues set forth in the Dispute Notice. The Accountants shall determine, based solely on written presentations by the Buyer and the Sellers’ Representative 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 Sellers’ Representative. Such written presentations shall be made to the Accountants within 30 days of the engagement of the Accountants. In resolving any disputed item, the Accountants: (i) shall be bound by the principles set forth in Section 4.1 and the definitions of Working Capital, Current Assets and Current Liabilities, (ii) shall limit their review to matters specifically set forth in the Dispute Notice, and (iii) shall further limit their 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 4.1. The determination of the Accountants 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 Dispute Notice.

The Accountants. The Accountants shall be one of three firms of certified public accountants of recognized standing in the casino-hotel industry. Until otherwise agreed by the parties, the Accountants shall be one of Deloitte & Touche, Coopers & Lybrand, and KPMG Peat Marwick. The party desiring to submit any ▇▇▇▇▇▇ to arbitration shall do so by written notice to the other party, which notice shall set forth the items to be arbitrated and such party's choice of one of the three firms of accountants designated above. The party receiving such notice shall, within fifteen (15) days after receipt of such notice, either approve such choice or designate one of the remaining two firms by written notice back to the first party, and the first party shall, within fifteen (15) days after receipt of such notice, either approve such choice or disapprove the same. For so long as Players is a Partner of Owner and not in default under Owner's Partnership Agreement, the accounting firm representing the Owner shall be chosen by Players. If both parties shall have approved one of the three firms designated above, then such firm shall be the Accountants for the purpose of arbitrating the dispute; otherwise the third firm, which was not designated by either party shall be the Accountants for such purpose. The Accountants shall be required to render a decision in accordance with the procedures described in Article 20.2.3 within

The Accountants. The Underwriters will endeavor promptly to forward notice to the Company of all costs and expenses to be paid or reimbursed by the Company as described above. Except as provided in this Section 5(i) and the following Section 5(j), the Underwriters shall pay all their own expenses, including the fees and disbursements of counsel.