Settlement Accountant definition

Settlement Accountant has the meaning specified in Section 1.05(b).

Settlement Accountant has the meaning given in Section 2.1(d)(ii).

Settlement Accountant has the meaning specified in Section 1.4(a).

Examples of Settlement Accountant in a sentence

• Each of Seller and Buyer shall have ten (10) Business Days after receipt of the other party’s written report to deliver to the Settlement Accountant and each other one written rebuttal thereto (if applicable).

• If Seller and Buyer, notwithstanding such efforts to negotiate in good faith, fail to resolve any item on the Statement of Objections that remains in dispute (a “Disputed Items”) within the Consultation Period, then Buyer and Seller may jointly engage the Settlement Accountant to resolve each Disputed Item as soon as practicable thereafter (but in any event, within thirty (30) days after engagement of the Settlement Accountant or such longer time period as Buyer and Seller may mutually agree in writing).

• The costs and expenses of the Settlement Accountant shall be borne by Seller and Buyer in inverse proportion to the difference between the Settlement Accountant’s determination of the Purchase Price and the determination of the Purchase Price claimed by Seller and Buyer.

• The Settlement Accountant shall act as an expert and not as an arbitrator, and shall only consider the Disputed Items.

• For example, if Buyer claims that the Purchase Price is, in the aggregate, one thousand dollars ($1,000) greater than the amount determined by Seller and if the Settlement Accountant ultimately resolves the dispute by awarding to Buyer an aggregate of three hundred dollars ($300) of the one thousand dollars ($1,000) contested, then the costs and expenses of the Settlement Accountant will be allocated thirty percent (30%) to Seller and seventy percent (70%) to Buyer.

More Definitions of Settlement Accountant

Settlement Accountant has the meaning set forth in Section 2.3(b).

Settlement Accountant means an independent accounting firm of national reputation as shall be agreed upon in writing by Seller and the applicable Purchaser; provided that if Seller and such Purchaser are unable to mutually agree upon a Settlement Accountant within ten (10) Business Days, then within an additional ten (10) Business Days, Seller and such Purchaser shall each select one (1) such firm and those two (2) firms shall, within fifteen (15) Business Days after their selection, select a third (3rd) such firm to serve as the Settlement Accountant.

Settlement Accountant shall be KPMG LLP unless such firm declines, in which case shall mean an internationally recognized independent accounting firm jointly selected by the parties that is not the independent auditor for either Buyer or Seller or their Affiliates, or, if Buyer and Seller are unable to jointly select such an accounting firm within 30 days after delivery of written notice of a disagreement, a senior partner in an internationally recognized accounting firm selected by the AAA based on the request of Buyer or Seller to make such selection.

Settlement Accountant has the meaning ascribed thereto in Section 9.6(1).

Settlement Accountant has the meaning specified in SECTION 1.4(a)

Settlement Accountant means BDO USA, P.C. or, if such firm is unable or unwilling to act, such other nationally recognized independent accounting firm that (a) is capable of serving as an accounting expert with relevant experience, (b) is not the regular accounting firm of Buyer (or any of its Affiliates) or of Seller (or any of its Affiliates) and (c) is mutually agreeable to each Seller and Buyer; provided that, if the parties are unable to so mutually agree, Seller and Buyer shall select a nationally recognized independent accounting firm, which two (2) firms shall then together select a third and separate nationally recognized independent accounting firm to serve as the Settlement Accountant (it being understood that such third and separate selected accounting firm must satisfy the conditions set forth in clauses (a) and (b)).

Settlement Accountant has the meaning given to such term in Section 2.6(b).