Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.
Determination by Independent Accountant. Philips shall have thirty (30) days from its receipt of Newco’s Objection to review and respond to Newco’s Objection. If Philips and Newco are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in Newco’s Objection within fifteen (15) days following the completion of Philips’ review of Newco’s Objection, each of them shall have the right to refer any remaining disagreements (the “Remaining Disagreements”) to the Independent Accountant which, acting as experts and not as arbitrators, shall determine, on the basis set forth in and in accordance with Section 2.7(a), and only with respect to the Remaining Disagreements so submitted, whether and to what extent, if any, the Closing Date Net Cash Statement, the Closing Date Net Working Capital Statement, the Closing Date Net Cash Position and/or the Closing Date Net Working Capital require adjustment. Newco and Philips shall instruct the Independent Accountant to deliver its written determination to Newco and Philips no later than thirty (30) days after the Remaining Disagreements are referred to the Independent Accountant. The Independent Accountant’s determination shall be conclusive and binding upon Newco and Philips and their respective Affiliates, absent manifest error. The fees and disbursements of the Independent Accountant shall be borne by Philips and Newco in the proportion that the aggregate value of those Remaining Disagreements that the Independent Accountant determines require adjustment bears to the aggregate value of those Remaining Disagreements that the Independent Accountant determines not to require adjustment. Philips and Newco shall make readily available to the Independent Accountant all relevant books and records and any work papers (including those of the Parties’ respective accountants, subject to customary hold-harmless agreements) relating to the Closing Date Financial Statements and Newco’s Objection and all other items reasonably requested by the Independent Accountant in connection therewith.
Determination by Independent Accountant. The Independent Accountant shall make a written determination with respect to each Disputed Item, which shall include an explanation in writing for the Independent Accountant’s reasons for the determinations set forth therein, as soon as practicable within 30 days (or such other time as the Parties shall agree in writing) after its engagement, and the Independent Accountant’s resolution of the Disputed Amounts and adjustments (if any) to the Final Closing Statement and/or the Post-Closing Adjustment (using GAAP) shall be conclusive and binding upon the Parties.
Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after its engagement, and its resolution of the Earn-Out Disputed Amounts and its adjustments to the Earn-Out Statements shall be conclusive and binding upon the parties hereto. Judgment on the award of the Independent Accountant may be entered by any court of competent jurisdiction.
Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.
Determination by Independent Accountant. Buyer and Seller shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Disputed Amounts within thirty (30) days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Disputed Amounts only and in a manner consistent with this Section 2.06(c), and in no event shall the Independent Accountant’s determination of the Disputed Items be for an amount that is outside the range of Buyer’s and Seller’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Disputed Amounts as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon Buyer and Seller and Buyer shall revise the Closing Adjusted Working Capital Statement to reflect such determination upon receipt thereof.
Determination by Independent Accountant. The Buyer and the Seller shall deploy their respective commercially reasonable efforts to cause the Independent Accountant to make a determination as soon as practicable, but in any event within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.
Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto; provided, however, that upon receipt of such determination, either party shall have five (5) days to notify the Independent Accountant and the other party of any manifest error and the Independent Accountant may change its determination within ten (10) days of such notification and any such new determination shall be conclusive and binding.
Determination by Independent Accountant. The Seller Representative and Buyer shall use commercially reasonable efforts to cause the Independent Accountant to make a determination within 30 days (or such other time as the parties hereto shall agree in writing) after the engagement of the Independent Accountant, and the Independent Accountant's resolution of the Earn-Out Disputed Amounts and their adjustments to the Earn-Out Statement and/or the applicable Earn-Out Payment shall be conclusive and binding upon the parties hereto. Such determination is to be in writing and is to promptly be delivered to the Seller Representative and the Buyer.
Determination by Independent Accountant. (a) Where a dispute is referred to the Independent Accountant for determination pursuant to clause 10.5 or clause 11.6(e) the Parties must use their best endeavours to agree within 5 Business Days of the service of the Referral Notice or notice under clause 11.6(e), as applicable:
(i) the identity of an appropriate person to accept appointment as the Independent Accountant; and
(ii) the terms of the appointment.
(b) The Independent Accountant must be an independent individual certified as an accountant by the Australian Institute of Chartered Accountants and qualified by education, experience and training to determine the matter in dispute.
(c) If the Parties do not agree the Independent Accountant and the terms of the appointment within the period fixed by clause 10.7(a) then either of them may by notice in writing request that the Independent Accountant be nominated by the President of the Institute of Arbitrators and Mediators Australia (IAMA) in accordance with the then current “Institute of Arbitrators and Mediators Australia Expert Determination Rules” (Rules) as amended by this clause 10.7. The notice requesting the appointment must request that in making the nomination the President have regard to and nominate a person having the attributes required by clause 10.7(b).
(d) The Parties agree that the expert determination of any matter referred to the Independent Accountant will be undertaken by the Independent Accountant in accordance with and will be governed by the Rules (as varied by this clause 10.7).
(e) The Parties must use their reasonable endeavours to enable the Independent Accountant to make his or her determination as quickly as possible and the Independent Accountant must (unless otherwise agreed in writing) make that determination within 2 (two) months of accepting the appointment. For that purpose the Parties must co-operate with the Independent Accountant and each other in fixing a timetable and taking such steps as are required under that timetable or as may otherwise be reasonably directed by the Independent Accountant in order to enable the Independent Accountant to complete the determination with that period.
(f) The written determination by the Independent Accountant of any matter referred is final and binding on the parties (except for manifest error or fraud).
(g) In making any determination the Independent Accountant acts as an expert not as an arbitrator.
(h) The costs of the Independent Accountant must be born in the proporti...
