Neutral Accountant definition

Neutral Accountant means a national independent accounting firm selected by Buyer and reasonably acceptable to Sellers.

Neutral Accountant has the meaning set forth in Section 1.3(c).

Neutral Accountant shall have the meaning set forth in Section 1.10(d).

Examples of Neutral Accountant in a sentence

• The Neutral Accountant shall be instructed to use every reasonable effort to perform its services within thirty (30) calendar days after submission of the Earnout Statement Dispute to it and, in any case, as soon as practicable after such submission.

• Within thirty (30) days after the submission of such matters to the Neutral Accountant, the Neutral Accountant, acting as an expert and not as an arbitrator, will make a final determination, binding on the Parties, of the appropriate amount of each of the Unresolved Matters.

• In resolving an Earnout Statement Dispute, the Neutral Accountant shall not assign a value to any item greater than the greatest value for such item claimed by any Party, or less than the smallest value for such item claimed by any Party, as presented to the Neutral Accountant pursuant hereto.

• Parent will provide the Neutral Accountant access to the books and records of the Surviving Corporation related to the calculation of the 2026 EBITDA and the Earnout Amount.

• For the avoidance of doubt, the Neutral Accountant shall not review any line items in the Post-Closing Statement or make any determination with respect to any matter other than the Unresolved Matters.

More Definitions of Neutral Accountant

Neutral Accountant means an independent accounting firm of international reputation with expertise in accounting matters reasonably acceptable to the Seller and the Purchaser.

Neutral Accountant shall have the meaning set forth in Section 2.7(c).

Neutral Accountant has the meaning set forth in Section 2.6(d).

Neutral Accountant means BDO USA.

Neutral Accountant means Ernst & Young LLP (or if such firm shall decline or is unable to act, or has a conflict of interest with Purchaser or any Seller, or any of their respective Affiliates, another accounting firm not affiliated with either Purchaser or Seller mutually acceptable to Purchaser and Seller).

Neutral Accountant means, unless otherwise agreed in writing by Sellers’ Representative and Buyer, an accountant mutually satisfactory to Sellers’ Representative and Buyer who satisfies each of the following requirements (unless otherwise agreed by Sellers’ Representative and Buyer): (i) neither the accountant nor the firm that employs the accountant shall have performed any accounting or consulting services for any party or any Affiliate of any party at any time during the three year period prior to the date of this Agreement; (ii) the accountant is not related in any way by blood or marriage to any party or any executive officer or director of any party or any Affiliate of such party; (iii) the accountant has been a certified public accountant duly licensed to practice in the state where he or she has his or her primary office for a period of not less than ten years; and the accountant is willing to accept engagement as a Neutral Accountant on the terms and conditions of this Agreement.

Neutral Accountant means KPMG LLP (or, if such firm shall decline or is unable to act, another independent accounting firm of international reputation reasonably acceptable to the Seller and the Purchaser).