Determining Accountants definition
Examples of Determining Accountants in a sentence
JAMS shall select one of such accounting firms to act as the Determining Accountants.
The Determining Accountants will make a determination as to each item in dispute, which determination will be (i) in writing, (ii) furnished to the Purchaser and the Seller as promptly as practicable after the items in dispute have been referred to the Determining Accountants, (iii) made in accordance with this Agreement, and (iv) final and binding upon each party hereto.
If Seller and Buyer are unable to resolve such dispute or disagreement within 15 days after receipt by Buyer of the relevant Dispute Notice, either Seller or Buyer may submit such dispute or disagreement for final determination to a mutually acceptable independent registered public accounting firm for final determination, provided that such accounting firm shall not have performed accounting or audit services for Buyer or Seller in the past year prior to such appointment (the "Determining Accountants").
The Determining Accountants shall consider only the items in dispute and shall be instructed to act within thirty (30) days (or such longer period as Seller and the Buyer may agree) to resolve all claims and dispute.
In making such calculation, the Determining Accountants shall consider only those items or amounts in ITEX’s written notice as to which ITEX has disagreed.
If the Purchaser and the Controlling Shareholders are unable to resolve the dispute within thirty (30) days after notice of dispute has been received by the Purchaser, then the dispute shall be referred for resolution to a mutually agreed upon "big-four" accounting firm (the "Determining Accountants") as promptly as practicable.
The fees and expenses of the Determining Accountants incurred in connection with its review and determination shall be borne one-half by the Purchaser and one-half by the Seller.
If Seller and the Buyer are unable to reconcile their differences in writing within thirty (30) days after written notice of the exceptions is delivered to the Buyer, the items in dispute shall be submitted to a mutually acceptable accounting firm for final determination (the “Determining Accountants”) and the EBITDA shall be deemed adjusted in accordance with the determination of the Determining Accountants and shall become final and conclusive upon all parties hereto.
The non-prevailing party, as determined pursuant to Subsection 1.7(a) shall reimburse the other party for such fees and expenses (including JAMS) paid by such other party upon delivery of the Determination by the Determining Accountants.
The Determining Accountants shall act as an arbitrator to determine and resolve such dispute or disagreement based on the presentations by Seller, Buyer and their respective representatives and in accordance with the terms of this Agreement.