Independent Auditor Review. PARENT shall be current in all ---------------------------- required independent auditor reviews, audits and reports regarding PARENT's financial statements and public company reports.
Independent Auditor Review. In the event that Buyer and the Sellers’ Agent fail to resolve all of the issues set forth in the Objection Notice within thirty (30) days after Buyer receives the Objection Notice (the “Discussion Period”), Buyer and the Sellers’ Agent will negotiate in good faith to resolve such dispute. If Buyer and the Sellers’ Agent, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after the Sellers’ Agent notifies Buyer of Sellers’ Agent’s objections, then (i) Buyer and the Sellers’ Agent will retain a firm of certified public accountants designated by Buyer and reasonably acceptable to the Sellers’ Agent (the “Independent Auditors”) to make the determination of the Final Cash, the Final Indebtedness, and the Final Transaction Expenses in accordance with the terms of this Agreement within the thirty (30) day period following thereafter, and (ii) Buyer and the Sellers’ Agent will each provide the Independent Auditors with their respective determinations of the Closing Cash, the Closing Indebtedness, and the Transaction Expenses. The Independent Auditors will consider only those items and amounts in Buyer’s and the Sellers’ Agent’s respective determinations of the Closing Indebtedness, Closing Cash and the Transaction Expenses that are identified as being items and amounts to which Buyer and the Sellers’ Agent have been unable to agree. In resolving any such disputed item or amount, the Independent Auditors may not assign a value to any item or amount that is higher than the highest value for such item or amount claimed by either party or lower than the lowest value for such item or amount claimed by either party. The Independent Auditors’ determination of the Final Indebtedness, Final Cash and the Final Transaction Expenses will be based on the definitions of “Closing Indebtedness,” “Closing Cash” and the “Transaction Expenses” contained in this Agreement. Assuming compliance with the immediately preceding sentence, the determination of the Final Indebtedness, Final Cash and the Final Transaction Expenses by the Independent Auditors will be conclusive and binding upon the parties. If the Sellers’ Agent delivers an Objection Notice, the fees, costs and expenses of the Independent Auditor shall be paid (i) by the Sellers if the items covered thereby are resolved in favor of Buyer or (ii) by Buyer if the items covered thereby are resolved in favor of the Sellers. If the items referred to therein are resolved in part in favor o...
Independent Auditor Review. If APL believes UP has failed to meet its obligation under this Section, APL may request in writing an audit of all contracts which UP has with APL Competitors ("Audit"), giving UP thirty days' advance notice. Upon such request, UP will arrange for its regular independent certified public accounting firm ("the Auditor") to perform an independent review of UP's other comparable transportation contracts to determine whether, and to what extent, UP has failed to meet its obligations. The Auditor will use the Benchmark Date process set forth in this sub-section when performing the Audit. APL shall reimburse UP for the cost of the Audit. APL shall not request an Audit more than once in any calendar year. The Auditor shall also be allowed to review UP's volume records to determine whether the comparison should be on a round-trip or one-way basis. Prior to the Audit, UP will conduct a comparative analysis using the methodology set forth in this Section. UP will identify any problems and propose appropriate remedies, if needed, to APL and to the Auditor. The Auditor will review the agreements between UP and the APL Competitors, perform a comparative analysis using the methodology described in this Section, review the remedies proposed by UP and make a determination if the proposed remedies meet the requirements of this Section. The Auditor will determine if there are other areas of non-compliance with this Section. If the Auditor discovers such areas of non-compliance, the Auditor will work with UP to design and propose proper corrective action to APL. In order to perform an accurate and equitable comparison of APL's Rates with the Rates of APL Competitors, a date or point in time for such a comparison must be established. The parties recognize that rates vary and are adjusted periodically at different times as a result of the unique provisions in each transportation agreement. Consequently, for purposes of comparability of Rates, UP, upon notification by APL of its request for an audit, shall conduct the comparative analysis by first determining the effective date or most recent anniversary date of UP's doublestack contract with each of APL Competitors closest in time but prior to APL's request for an audit (Benchmark Date). Each APL Competitor's Rates will be compared with APL's Rates as of that Benchmark Date. The parties recognize that there may be a different Benchmark Date for each APL competitor. If as a result of this comparison, APL's Rates need to be adj...
