Examples of Resolving Accountant in a sentence
The decision of the Resolving Accountant shall be conclusive, final and binding upon the Partnership, the Partnership Accountants, Xxxxx and the Xxxxx Accountants and shall not be subject to any challenge or appeal by any such party.
If the Xxxxx Accountant and the Partnership Accountants cannot so agree on the Resolving Accountant within such ten (10) day period, CPR shall select such Resolving Accountant within ten (10) additional days.
The fees of the Resolving Accountant shall be shared equally by the Partnership and Xxxxx.
The Resolving Accountant shall certify its decision in writing to the Purchaser and the Shareholder Representative.
If within 30 days after receipt of the Purchaser’s calculation, the Purchaser and the Shareholder Representative have been unable to reach agreement, the Purchaser and the Shareholder Representative shall promptly engage the Resolving Accountant to determine whether the Purchaser’s or the Shareholder Representative’s calculation is most accurate, and shall direct the Resolving Accountant to make its determination within 30 days of its engagement.
Any legal action, suit or Proceeding arising out of or relating to this Agreement (other than in connection with the dispute resolved by the Resolving Accountant pursuant to Section 3.2) shall be instituted in any federal court or in any state court in the State of New York, and each party waives any objection which such party may now or hereafter have to the laying of the venue of any such action, suit or Proceeding, and irrevocably submits to the jurisdiction of any such court.
The Resolving Accountant shall certify this decision in writing to the Parties, and shall have no choice but to select either the Purchaser’s calculation in its entirety or the Shareholder Representative’s calculation in its entirety (there shall be no award of pre-judgment interest).
The fees, costs and expenses of the Resolving Accountant, including any attorneys’ or experts’ fees related thereto, shall be borne by the non-prevailing Party.
One of such Resolving Accountants shall be selected by PLC, one of such Resolving Accountants shall be selected by Purchaser, and the third Resolving Accountant shall be mutually selected by the two Resolving Accountants selected by PLC and Purchaser.
The Resolving Accountant shall certify its decision in writing to Purchaser and Sellers.