Examples of Reviewing Accounting Firm in a sentence
The determination of the Reviewing Accounting Firm will be limited to the disagreements submitted to the Reviewing Accounting Firm.
None of the Sellers or Buyer or their Representatives shall have any ex parte communications or meetings with the Reviewing Accounting Firm concerning the subject matter hereof without the prior written consent of the Buyer and Seller, as applicable.
The fees, costs, and expenses of the Reviewing Accounting Firm shall be allocated as described in Section 1.4(c).
The Reviewing Accounting Firm shall base its determination solely on the written submissions of PEGC I OP and the Contributors’ Representative, and shall not conduct an independent investigation.
If Buyer and Shareholders’ Representatives are unable to resolve the dispute within such ten (10) day period, then the parties shall submit the dispute to the Reviewing Accounting Firm for resolution.
In resolving any disputed item, the Reviewing Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either PEGC I OP or the Contributors’ Representative, or less than the smallest value for such item claimed by either PEGC I OP or the Contributors’ Representative (except as necessary in the Reviewing Accounting Firm’s judgment to reflect the Reviewing Accounting Firm’s resolution of another disputed item).
The Reviewing Accounting Firm shall be instructed to render its determination with respect to all disagreements as soon as reasonably possible, but in any event within thirty (30) days following the day on which the disagreement is referred to the Reviewing Accounting Firm.
The parties shall use commercially reasonable best efforts to cause the Reviewing Accounting Firm to resolve any such dispute within ten (10) calendar days of submission.
The determination of the Reviewing Accounting Firm shall be final and binding on the parties hereto.
The Reviewing Accounting Firm shall determine the amounts in dispute (and only such amounts) with respect to the Closing Date Schedule and shall determine the Closing Acquisition Consideration based on such determination, which amount shall not be (i) less than Buyer’s calculation of the Closing Acquisition Consideration delivered pursuant to Section 3.6(b) or (ii) greater than Shareholders’ Representatives’ calculation of the Closing Acquisition Consideration delivered in the Dispute Notice.