Examples of Arbitrating Accountant in a sentence
If Buyer and Seller are unable to resolve any dispute within the thirty (30)-day period after Seller's receipt of a Dispute Notice, Seller and Buyer shall jointly engage as arbitrator an accounting firm acceptable to and jointly engaged by both Buyer and Seller, provided such accounting firm has not performed accounting, tax or auditing services for Buyer or Seller or any of their respective affiliates during the past three (3) years (the "Arbitrating Accountant").
In resolving any disputed item, the Arbitrating Accountant may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party.
In the event Seller Representative and Buyer are unable to reach agreement with respect to any reasonably disputed items within a period of five (5) days after Buyer's receipt of such statement, all such reasonably disputed items shall be submitted to the Arbitrating Accountant (or the appropriate Tax specialist in his or her accounting firm) for final resolution before the applicable filing due date.
Without limiting the foregoing, each of Buyer and Sellers will indemnify and hold each other harmless from the other party's failure to pay its portion of the fees and expenses of the Arbitrating Accountant.
If such dispute is not finally resolved within thirty (30) calendar days after Buyer's receipt of the Dispute Notice, either Buyer or the Seller Representative may promptly thereafter cause BDO USA, LLP or another mutually acceptable third party accounting firm (the "Arbitrating Accountant") to promptly review this Agreement and the disputed items or amounts in determining the Final Closing Net Working Capital, Final Cash Amount and/or Final Debt Amount.