Closing Statement Arbitrator definition

Closing Statement Arbitrator is defined in Section 3.4.

Closing Statement Arbitrator is defined in Section 2.7(b).

Closing Statement Arbitrator is defined in Section 2.9 (b). “Code” means the Internal Revenue Code of 1986, as amended. “Company” is defined in the recital of this Agreement.

Examples of Closing Statement Arbitrator in a sentence

• The Closing Statement Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) promptly after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration.

• If Deloitte & Touche LLP is unable or unwilling to serve as an arbitrator hereunder, then Seller and Buyer shall, in good faith, mutually agree upon an independent national accounting firm who has not represented either Party or its Affiliates in any material matter at any time during the two (2) year period of time immediately preceding its designation hereunder, to serve as the Closing Statement Arbitrator.

• The decision of the Closing Statement Arbitrator shall be (i) final and binding on the Parties and (ii) final and non-appealable for all purposes hereunder; provided, however, that such decision may be reviewed, corrected or set aside by a court of competent jurisdiction, but only if and to the extent that the Closing Statement Arbitrator is found by such court of competent jurisdiction to have made mathematical errors with respect to its decision.

• The Closing Statement Arbitrator shall consider only those items or amounts in the Closing Statement which were identified in the Notice of Disagreement and which remain in dispute and the Closing Statement Arbitrator’s decision resolving the matters in dispute shall be based upon and be consistent with the terms and conditions in this Agreement.

• The Closing Statement Arbitrator shall consider only those items or amounts in the Closing Statement and Closing Balance Sheet which were identified in the Notice of Disagreement and which remain in dispute and the Closing Statement Arbitrator’s decision resolving the matters in dispute shall be based upon and be consistent with the terms and conditions in this Agreement.

• In deciding any matter, the Closing Statement Arbitrator (i) shall be bound by the provisions of this Section 2.9 and the related definitions and (ii) may not assign a value to any disputed item greater than the greatest value for such item claimed by either Seller or Buyer or less than the smallest value for such item claimed by Seller or Buyer in their respective calculations delivered pursuant to Section 2.9(a).

• The cost of any arbitration (including the fees and expenses of the Closing Statement Arbitrator) under this Section 2.9(b) shall be borne entirely by the Party awarded the smaller percentage of the disputed amount by the Closing Statement Arbitrator.

• The Closing Statement Arbitrator shall provide to the Parties explanations in writing of the reasons for its decisions regarding the adjusted Adjustment Amount and shall issue the Final Closing Statement and Final Closing Balance Sheet (each defined below) reflecting such decision.

• If KPMG LLP is unable or unwilling to serve as an arbitrator hereunder, then Seller and Buyer shall, in good faith, mutually agree upon an independent national accounting firm who has not represented either Party at any time during the five (5) year period of time immediately preceding its designation hereunder, to serve as the Closing Statement Arbitrator.

• The cost of any arbitration (including the fees and expenses of the Closing Statement Arbitrator) pursuant to this Section 3.4(b) shall be borne equally by Buyer and Seller.

More Definitions of Closing Statement Arbitrator

Closing Statement Arbitrator means such nationally recognized independent registered public accounting firm may be agreed upon by Buyer and Seller in writing.

Closing Statement Arbitrator is defined in Section 15(a).

Closing Statement Arbitrator means PriceWaterhouseCoopers LLP, or if PriceWaterhouseCoopers LLP declines to act in such capacity, any other accounting firm of national repute mutually acceptable to the Buyer and Sellers holding a Majority in Interest, or if such parties cannot mutually agree on a Closing Statement Arbitrator, an accounting firm of national repute mutually selected by (i) an accounting firm of national repute selected by Buyer and (ii) an accounting firm of national repute selected by Sellers holding a Majority in Interest.