Texas Office. Notwithstanding Section 5.1, for so long as the ------------ principal executive officers of the Company shall be located in a location other than Southern California, Employee may incur reasonable travel and living expenses to and from such location.
Texas Office. The parties shall cause the Independent Accountant to make a determination with respect to each unresolved Disputed Item within thirty (30) days after its engagement by Parent and Buyer to resolve such unresolved Disputed Items, which determination shall be made on the sole basis of whether the Closing Statement has been prepared in accordance with the Accounting Principles and whether the Closing Statement is mathematically accurate. Buyer and Parent agree that the determination of the Independent Accountant shall be final and binding upon the parties and that judgment may be entered upon the determination of the Independent Accountant in any court having jurisdiction over the party against which such determination is to be enforced. The Independent Accountant shall determine, based solely on presentations by the Buyer and Parent and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Dispute Notice and shall prepare a revised Closing Statement and render a written report as to the dispute and the resulting calculation of Closing Net Working Capital which shall be conclusive and binding upon the parties. In resolving any disputed item, the Independent Accountant: (w) shall be bound by the principles set forth in Section 1.7 hereof, (x) shall limit its review to matters specifically set forth in the Dispute Notice, (y) shall further limit its review to whether the Closing Statement is mathematically accurate and has been prepared in accordance with the Accounting Principles in accordance with Section 1.7 and (z) shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees, costs, and expenses of the Independent Accountant (i) shall be borne by the Sellers in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by Parent (as finally determined by the Independent Accountant) bears to the aggregate dollar amount of such disputed items so submitted and (ii) shall be borne by the Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Parent (as finally determined by the Independent Accountant) bears to the aggregate dollar amount of such items so submitted. Whether any dispute is resolved by agreement among the parties or by the Inde...
Texas Office. In connection with the transactions contemplated hereby, Purchaser agrees that after a transitional period following the Closing, it may relocate its principal corporate offices to Dallas, Texas (the “Executive Office Relocation”); provided, however, that notwithstanding the date on which Purchaser completes the Executive Office Relocation, Xxxxxxxx Xxxxx shall use his reasonable best efforts to relocate to Dallas, Texas; provided, further, that following the Closing and until such time as when Xx. Xxxxx shall have completed his relocation to Dallas, Texas, Xx. Xxxxx agrees to work out of Dallas, Texas on a part-time basis.
