Second Firm definition
Examples of Second Firm in a sentence
Each Party shall co-operate with the Firm (and the Second Firm, if applicable) and comply with its reasonable requests made in connection with the carrying out of its duties under this Schedule 4, in particular, without limitation, the Parties shall make available to the Firm (and the Second Firm, if applicable) the books and records relating to the Target Group Companies as the Firm (and the Second Firm, if applicable) may require.
In preparing the Initial Completion Accounts and the Completion Accounts, the Firm (and the Second Firm, if applicable) shall act as an expert and not as an arbitrator.
Tenant and Tenant’s Firm, and the Second Firm, if applicable, shall keep the results of any such inspection strictly confidential, and shall enter into a commercially reasonable non-disclosure agreement upon Landlord’s request.
If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to retain the Firm (or if the Firm is unable to serve as the Firm for any reason whatsoever, including for reasons of conflict of interest), the parties shall, within five days thereafter, retain the Second Firm, in which case the Second Firm shall be deemed to be the Firm for purposes of this Agreement.
If Landlord disagrees with the results of Tenant’s review and the parties do not otherwise resolve their disagreement within 30 days, Landlord and Tenant shall work in good faith to agree on another independent, neutral accounting firm (a “Second Firm”) to consider the results of Tenant’s review and, as the Second Firm deems necessary, to conduct its own review of the relevant books and records, and any determination of Expenses or Taxes made by the Second Firm will be binding on the parties.
The costs and expenses payable to the Firm (and the Second Firm if applicable) in relation to its work and duties under this Schedule 4 shall be borne by the Sellers and the Purchaser equally.
Such determination of the Gross-up Amount by the Second Firm shall be binding and conclusive on the parties.
The Stockholders’ Representative shall pay the fees and expenses of the Second Firm with respect to the Independent Working Capital Valuation unless the Independent Working Capital Valuation changes the amount of the Working Capital as determined by Verticalnet by more than 15%, in which case Verticalnet shall pay such fees and expenses.
However if the Executive disputes the determination made by the Company's accounting firm, then the Executive shall give notice to the Company within such fifteen (15)-day period, and, within ten (10) days thereafter, the Company and the Executive shall mutually select a nationally recognized accounting firm (the "Second Firm") which shall make the aforesaid determination within ten (10) days after its selection.
If they fail to reach a written agreement regarding the dispute, the Stockholders’ Representative shall refer the matter to a firm of certified independent accountants that is approved by Verticalnet (the “Second Firm”), and request the Second Firm to determine the Working Capital of B2e as of the Closing (the “Independent Working Capital Valuation”).