Accounting Expert Sample Clauses

Accounting Expert. The determination of a dispute regarding the Final Settlement Statement pursuant to Section 2.5 will be submitted to the Houston, Texas office of PricewaterhouseCoopers, or a nationally-recognized independent accounting firm or consulting firm otherwise mutually acceptable to both Purchaser and Seller (“Accounting Expert” and, together with the Title Expert and Environmental Expert, an “Expert”).
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Accounting Expert. The Buyer represents that neither the Buyer nor any of its affiliates has had any business relationship with the Accounting Expert in the last five years before the Closing Date or will enter into any with the Accounting Expert until the determination of the Closing Balance Sheet and the Closing Net Working Capital is final and binding between the Parties.
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Accounting Expert. 1 1.2 Agreement...................................................................................... 1 1.3 Affiliate...................................................................................... 2 1.4 Assets......................................................................................... 2 1.5
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Accounting Expert. If Rogers and the Purchaser do not agree upon a final resolution with respect to all disputed items within the Resolution Period, then the remaining items in dispute shall be submitted as promptly as practicable to PricewaterhouseCoopers LLP or, if such firm is unavailable or unwilling to act, such other internationally or nationally recognized independent accounting firm reasonably acceptable to the Purchaser and Rogers (the “Accounting Expert”) for resolution. If Rogers and the Purchaser cannot agree on the Accounting Expert, either of them may apply, upon prior notice to the other, to a court of competent jurisdiction to appoint the Accounting Expert, and such appointment will be final and binding upon the Parties. The Accounting Expert shall act solely as an accounting expert and not as an arbitrator and its decision shall be based solely on (i) the provisions set forth in this Agreement, including the Accounting Principles and the definitions contained herein, and (ii) a single written presentation provided to the Accounting Expert by the Purchaser and a single written presentation provided to the Accounting Expert by Rogers, each of which shall be delivered within 15 days after the engagement of the Accounting Expert and limited to the disputed items, and not on independent review. No discovery shall be permitted and no hearing will be held. Neither Rogers nor the Purchaser shall, and they shall cause their respective Representatives not to, engage in ex parte communications with the Accounting Expert. Rogers and the Purchaser agree to instruct the Accounting Expert to render a determination of the applicable dispute within 30 days after submission of the written presentations to such Accounting Expert in accordance with clause (ii) above, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The engagement fees and all other fees and expenses of the Accounting Expert shall be borne by the Purchaser, on the one hand, and Rogers, on the other hand, in proportion to the portion of the aggregate amount in dispute that is finally resolved by the Accounting Expert in a manner adverse to such party. For greater certainty and by way of example only, if the Purchaser claims the appropriate adjustments are $1,000, and Rogers contests only $500 of the amount claimed by the Purchaser, and if the Accounting Expert ultimately resolves the dispute by awarding the Purchaser $300 of the $500 contested, then the costs an...
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Related to Accounting Expert

  • Accounting Firm The accounting firm engaged by the Company for general tax purposes as of the day prior to the Change in Control will perform the calculations set forth in Section 10(a). If the firm so engaged by the Company is serving as the accountant or auditor for the acquiring company, the Company will appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company will bear all expenses with respect to the determinations by such firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder will provide its calculations, together with detailed supporting documentation, to the Company within 30 days before the consummation of a Change in Control (if requested at that time by the Company) or such other time as requested by the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it will furnish the Company with documentation reasonably acceptable to the Company that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder will be final, binding and conclusive upon the Company and Executive.

  • Accounting and Financial Determinations Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared in accordance with, those generally accepted accounting principles ("GAAP") applied in the preparation of the financial statements referred to in Section 6.5.

  • Expert Determination If a Dispute relates to any aspect of the technology underlying the provision of the Goods and/or Services or otherwise relates to an ICT technical, financial technical or other aspect of a technical nature (as the Parties may agree) and the Dispute has not been resolved by discussion or mediation, then either Party may request (which request will not be unreasonably withheld or delayed) by written notice to the other that the Dispute is referred to an Expert for determination. The Expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society). The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure by either Party to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his/her appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.

  • Accounting Decisions All decisions as to accounting principles, except as specifically provided to the contrary herein, shall be made by the General Partner.

  • Independent Expert The Parties and the other signatories may, upon written agreement, resort to an independent expert in order to obtain a well-grounded opinion that may lead to the settlement of the dispute or controversy. In case such agreement is signed, arbitration may only be filed after issuance of the expert’s opinion.

  • Accounting Basis The Company shall use such method of accounting as may be determined by the Board that is consistent with United States generally accepted accounting principles or such other accounting methods and conventions as the Board may from time to time determine to be used in the preparation of the Company’s tax returns.

  • Tax Accounting Services (1) Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”).

  • Accounting Matters Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with IFRS.

  • Accounting Unless otherwise specified herein, for the purpose of any definition or calculation, whenever amounts are required to be netted, subtracted or added or any distributions are taken into account such definition or calculation and any related definitions or calculations shall be determined without duplication of such functions.

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