The Independent Accountant. 1. The Independent Accountant shall act as an expert and not as an arbitrator, and the decision of the Independent Accountant as to any matter in dispute and as to the proper contents of the Closing Net Working Capital Schedule and the calculation of Net Working Capital shall be binding on the Parties.
The Independent Accountant. In Divisions I and II, the agreed-upon procedures report is required to be conducted by an independent accountant who is not an institutional staff member. This requirement is not intended to question the ability or integrity of institutional accountants or auditors, but rather to emphasize that this is a separate procedure for specific NCAA compliance purposes and to further protect the institution from inferences that the agreed-upon procedures were not objective. In Division III, an independent accountant is not required. For the purposes of this legislation in Divisions I and II, an individual employed by the state (or by a state university system) to perform audits for that state’s colleges and universities (or for the colleges and universities within a state university system) is considered to be an independent accountant, provided the individual is not a regular employee of the institution. The procedures undertaken by state auditors in the performance of their duties should meet the minimum standards set forth in these agreed-upon procedures applicable to the revenues and expenses of all independent booster or support organizations. If state auditors are unable to perform those procedures, the president or chancellor is required to engage an independent accountant to satisfy these procedures. The approach required by the independent accountant to satisfy these procedures will depend on the scope of the state auditors work and the ability and willingness of the independent accountant to rely on the work performed by the state auditors. Work performed by internal auditors at Division I and II institutions, even though their responsibility includes an annual financial audit for the entire institution (including intercollegiate athletics and institution-controlled affiliated or outside organizations), would not meet the requirements of this legislation. Internal auditors may prepare schedules and accumulate data or provide other information for the practitioner’s use in performing the agreed-upon procedures. Accordingly, independent accountants may use work performed by internal auditors. However, it would be inappropriate for the independent accountant to agree to merely read the internal auditors’ report solely to describe or repeat the findings, take responsibility for all or a portion of any procedures performed by the internal auditors by reporting those findings as the practitioner’s own, or report in any manner that implies shared responsibility...
The Independent Accountant. (d) If there is a post-Closing adjustment to the Aggregate Purchase Price resulting from the Closing Shareholders Equity reflected in the Final Balance Sheet being different than the Estimated Shareholders Equity reflected in the Internal Balance Sheet, (i) the Purchaser shall pay any increased amount to the Other Entity Vendors, Xxxxxxx and Xxxxxx and (ii) the Other Entity Vendors, Xxxxxxx and Xxxxxx shall pay to the Purchaser any decreased amount. Any such payments required pursuant to the preceding sentence shall be made within five Business Days following the settlement of the Final Balance Sheet. Any amounts payable by the Other Entity Vendors, Xxxxxxx and Xxxxxx pursuant to this subsection shall, to the extent available, be paid out of the Holdback Amount if not paid within such five Business Day period.
The Independent Accountant. 9.2.1 shall act as expert and not as arbitrator;
