Neutral Accountant definition
Examples of Neutral Accountant in a sentence
The allocation, as prepared by Seller if no Buyer Allocation Notice has been timely given, with respect to Agreed Items and as determined by the Neutral Accountant with respect to disputed items pursuant to this Section 6.4(c) (the “Allocation”) shall be conclusive and binding on the Parties hereto and their respective Affiliates.
Each of the Seller and the Buyer shall submit to the Neutral Accountant (with a copy delivered to the other on the same day), within 15 days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections.
The Seller and the Buyer agree that the procedure set forth in this Section for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, provided that no Party shall be prohibited from instituting any Action to enforce the resolution of the Neutral Accountant in any court of competent jurisdiction.
The Neutral Accountant shall act as an expert (and not an arbitrator) and render a determination, based solely on the written presentations of the Buyer and Seller and not by independent review, solely of those matters submitted to it in accordance with this Section 2.4(c).
Buyer and Seller shall each be bound by any item or amount on the Initial Allocation or the Buyer Allocation Notice not in dispute (such undisputed items or amounts, the “Agreed Items”), and Seller and Buyer shall each be bound by the final determination by the Neutral Accountant with respect to the disputed items.