Resolution by Independent Accountant Sample Clauses

Resolution by Independent Accountant. If any objections under Section 2.7.2 are not resolved within the 15-day period specified in the last sentence of Section 2.7.2, then Seller and Buyer shall jointly appoint PricewaterhouseCoopers to act as an independent accountant or, if PricewaterhouseCoopers refuses to act or is conflicted from acting, the most diligent party shall be entitled to request the president of the Commercial Court of Paris by way of summary proceedings (“référé”) (the other party being offered the opportunity to be heard at such proceedings) to appoint a firm of accountants of good international reputation (but excluding any firm already acting as auditors to either of the Parties) who shall be an expert in French GAAP and act as an expert (the “Independent Accountant”). The Parties shall instruct the Independent Accountant to address and determine the calculation of the Purchase Price and/or the Consideration Shares Amount, as the case may be, and the corresponding Cash Consideration by way of a binding opinion and to conclude its investigation within 60 days of its receipt of instruction.
Sample 1
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Resolution by Independent Accountant. The Stockholder Representative and ------------------------------------ CenterPoint will use their reasonable best efforts to resolve any objection raised in a Dispute Notice and agree upon the resolution of such objections. If a final resolution is not obtained within 14 days after CenterPoint has received the Dispute Notice, then the dispute shall be submitted to an independent accounting firm to be agreed between the parties (hereinafter referred to as the "Independent Accountant") to resolve any remaining such objections. The Independent Accountant shall conduct such review of the Financial Statements, the Contingent Payment Report, the Dispute Notice, any related work papers of the CenterPoint auditors and any supporting documentations as CenterPoint or the Stockholder Representative request or the Independent Accountant in its sole discretion deems necessary, and the Independent Accountant shall conduct such hearings, receive such written briefs or hear such presentations by the parties as the Independent Accountant in its sole discretion deems necessary. CenterPoint on the one hand, and the Stockholder (from the proceeds of the Net Value Contingent Payment or the Earn-Out Contingent Payment, as applicable), on the other hand, shall share equally in the payment of all fees of the Independent Accountant incurred in the resolution of such objections.
Sample 1
Resolution by Independent Accountant. Within fifteen (15) days after the date of referral of the disputed matters to the Independent Accountant, the Stockholder Representative and Parent shall provide the Independent Accountant with a true and correct copy of each of the Closing Balance Sheet and the Closing Book Value Statement, and the Stockholder Representative and Parent shall each prepare and deliver to the Independent Accountant a written report of such line item or items remaining in dispute, which report shall set forth the specific dollar amount proposed by such party for each such item or items (which shall not be greater or less, as applicable, than the value for such item claimed by the Parent in the Closing Balance Sheet or the Closing Book Value Statement, as applicable, or the Stockholder Representative in the Objection Notice) and a detailed explanation of the basis and rationale for their respective positions. The Independent Accountant shall deliver a written report resolving only the disputed matters and setting forth the basis for such resolution within thirty (30) days after the Stockholder Representative and Parent submit in writing (or have had the opportunity to submit in writing but have not submitted) their positions as to the disputed items. In resolving any disputed item, the Independent Accountant (A) may not assign a value to any particular item greater than the greatest value for such item claimed by either the Stockholder Representative or Parent, or less than the lowest value for such item claimed by either the Stockholder Representative or Parent, in each case as presented to the Independent Accountant, (B) shall be bound by the principles set forth in this Section 3.07, and (C) shall limit its review to matters specifically set forth in the Objection Notice. The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive and binding upon the parties. The fees, costs and expenses of the Independent Accountant shall be borne by Parent and the Company Stockholders in inverse proportion as they may prevail on the matters resolved by the Independent Accountant, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accountant at the time the determination of such firm is rendered on the merits of the matters submitted. The Independent Accountant shall conduct its determination ...
Sample 1
Resolution by Independent Accountant. In the event that Parent and the Stockholders’ Representative are unable to resolve all disputes with respect to the Closing S&U Calculation prior to the expiration of the Resolution Period, issues remaining in dispute shall be submitted, as soon as practicable, to the Dallas, Texas office of Ernst & Young, LLP (the “Independent Accountant”). Parent and the Stockholders’ Representative agree to execute a reasonable engagement letter if requested by the Independent Accountant. The, Independent Accountant shall determine only those issues with respect to the Closing S&U Calculation (and the derivation of the Merger Consideration therefrom) which are still in dispute, except to the extent that a dispute item would or could have a direct impact on a non-disputed item. The Independent Accountant’s determination shall be made within thirty (30) days after its selection, shall be set forth in a written statement delivered to Parent and the Stockholders’ Representative and shall be final, binding and conclusive and enforceable in any court of competent jurisdiction. The fees and expenses of the Independent Accountant shall be allocated by the Independent Accountant between Parent, on the one hand, and the Stockholders’ Representative on behalf of the Company’s stockholders immediately prior to the Effective Time, on the other hand, in proportion to the extent that such party did not prevail on the items in dispute.
Sample 1

Related to Resolution by Independent Accountant

  • Determination by Independent Accountant The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

  • Determination by Independent Accountants The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

  • Reports by Independent Accountants (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of Securities. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

  • Independent Accountant Xxxxxxxx LLP (the “Accountant”), which has expressed its opinions with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.

  • Determination by Accountant All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this Section, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation to Westport and the Employee by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the Overpayment.

  • Independent Auditors The Company shall, until at least the Termination Date, maintain as its independent auditors an accounting firm authorized to practice before the SEC.

  • Independent Auditor The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member, which may also be the Member’s independent auditor.

  • Annual Independent Accountants’ Report The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 1999, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.

  • Independent Audit In the event Transfer Agent determines, based on a review of complaints received in accordance with paragraph 18, above, that Insurance Company is not processing Contractholder transactions accurately, Transfer Agent reserves the right to require that Insurance Company’s data processing activities as they relate to this Agreement be subject to an audit by an independent accounting firm to ensure the existence of, and adherence to, proper operational controls. Insurance Company shall make available upon Transfer Agent’s request a copy of any report by such accounting firm as it relates to said audit. Insurance Company shall immediately notify Transfer Agent in the event of a material breach of operational controls.

  • Annual Independent Accountants’ Servicing Report If the Master Servicer has, during the course of any fiscal year, directly serviced any of the Mortgage Loans, then the Master Servicer at its expense shall cause a nationally recognized firm of independent certified public accountants to furnish a statement to the Trustee, the Rating Agencies and the Seller on or before May 31 of each year, commencing on May 31, 2003 to the effect that, with respect to the most recently ended fiscal year, such firm has examined certain records and documents relating to the Master Servicer's performance of its servicing obligations under this Agreement and pooling and servicing and trust agreements in material respects similar to this Agreement and to each other and that, on the basis of such examination conducted substantially in compliance with the audit program for mortgages serviced for Freddie Mac or the Xxxxxxx Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer's activities have been conducted in compliance with this Agreement, or that such examination has disclosed no material items of noncompliance except for (i) such exceptions as such firm believes to be immaterial, (ii) such other exceptions as are set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages Serviced by Freddie Mac requirex xx xx report. Copies of such statements shall be provided to any Certificateholder upon request by the Master Servicer, or by the Trustee at the expense of the Master Servicer if the Master Servicer shall fail to provide such copies. If such report discloses exceptions that are material, the Master Servicer shall advise the Trustee whether such exceptions have been or are susceptible of cure, and will take prompt action to do so.

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