Verification of Computations. The Company may select a firm of independent public accountants, which may be the Company’s independent auditors, and which selection may be changed from time to time, to verify the computations made in accordance with this Section 6. The certificate, report of other written statement of any such firm shall be conclusive evidence of the correctness of any computation made under this Section 6. Promptly upon its receipt of such certificate, report or statement from such firm of independent public accountants, the Company shall deliver a copy thereof to the Holder.
Verification of Computations. Within 15 days after EME receives from the Owner Participant any calculation of the amount or amounts payable to either the Owner Participant or EME pursuant to this Section 6, if EME so requests in writing, such calculation shall be reviewed by a nationally recognized independent accounting firm selected by the Owner Participant and reasonably acceptable to EME to determine on a confidential basis the amount of any indemnity payment by EME to the Owner Participant or any payment by a Tax Indemnitee to EME pursuant to this Section 6. The Owner Participant and EME shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination, provided that such accounting firm shall agree in writing in a manner satisfactory to the Owner Participant, or EME, as the case may be, to maintain the confidentiality of such information, and provided further that neither the Owner Participant, Midwest nor EME shall be required to disclose any of its tax returns or books that the Owner Participant or EME, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that the Owner Participant, Midwest or EME, as the case may be, shall have sole control over the positions taken with respect to such party’s tax returns and filings. The fees and disbursements of such accounting firm will be paid by EME; provided that such fees and disbursements will be paid by the Owner Participant if the accountants determine that the present value of the total payments as calculated by the Owner Participant is more than 105 percent of the present value of the correct payments (such present value in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon EME and the Owner Participant. The parties hereto agree that the independent public accounting firm’s sole responsibility shall be to verify the computation of any payment pursuant to this Section 6 and that matters of interpretation of this Agreement or any other Operative Document are not within the scope of the independent accountant’s responsibility. Such accounting firm shall be requested to make its determination within 30 days.
Verification of Computations. At the request of any Holder, the Company shall select a firm of independent public accountants (which may be its outside auditors), which selection may be changed from time to time, to verify any computation and/or adjustment made in accordance with this Article III. The certificate, report or other written statement of any such firm shall be conclusive evidence of the correctness of any computation made under this Article III. Promptly upon its receipt of such certificate, report or statement from such firm of independent public accountants, the Company shall deliver a copy thereof to each Holder.
Verification of Computations. Whenever the exercise price is adjusted as provided in this Article IV, the Company will promptly obtain a certificate of its Chief Financial Officer setting forth the exercise price as so adjusted and a brief statement of the facts accounting for such adjustment, and will make available a brief summary thereof to the holders of the Warrant Certificates, at their addresses listed on the register maintained for that purpose by the Warrant Agent (which summary may be included in any notice of adjustment required by Section 4.12 hereof).
Verification of Computations. Whenever the Minimum Exercise Price is adjusted as provide in this Article III, the Company shall promptly obtain a certificate of a firm of independent public accountants of recognized standing selected by the board of directors (who may be the regular auditors of the Company) setting forth the Minimum Exercise Price, so adjusted, and a brief statement of the facts accounting for such adjustment, an shall make available a brief summary thereof to the Warrant Agent and to the holders of the Warrants, at their addresses listed on the register maintained for the purpose by the Warrant Agent.
Verification of Computations. Whenever the exercise price is ---------------------------- adjusted as provided in this Article 4, the Company will promptly obtain a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the exercise price as so adjusted and a brief statement of the facts and computation accounting for such adjustment, and will make available a brief summary thereof to the Warrant Agent and to the holders of the Warrant Certificates, at their addresses listed on the register maintained for that purpose by the Warrant Agent (which summary may be included in any notice of adjustment required by Section 4.10 hereof). The Warrant Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it has received such certification.
Verification of Computations. Whenever the Warrant Shares are adjusted as provided pursuant to Section 3.1 hereof, the Company will promptly obtain a certificate of a firm of independent public accountants of recognized standing selected by the Board (who may be the regular auditors of the Company) setting forth the Warrant Shares as so adjusted and a brief statement of the facts accounting for such adjustment, and will make available a brief summary thereof to the holders of the Warrant Certificates, at their addresses listed on the register maintained for that purpose by the Warrant Agent.
Verification of Computations. Any determination as to whether an adjustment in the Exercise Price and the number of Warrant Shares issuable under a Warrant is required pursuant to Article III, or as to the amount and number of any such adjustment, or as to a determination of the Current Market Price or any computations made pursuant to Section 3.5, if required, shall be binding upon the Holders and the Company if made in good faith by the Company. However, in the event of a dispute between the Holders and the Company as to the accuracy of the Company's computation of the amount or number of any such adjustment, determination or computation, which dispute cannot be resolved through good faith discussions and involves a variance (based upon the difference between the amount or number of such adjustment, determination or computation as computed by the Company and the amount or number of such adjustment, determination or computation as computed by the Holders) equal or greater than 20% of such amount or number, in such event the Company shall select a nationally recognized firm of independent public accountants to verify the amount or number of such disputed adjustment, determination or computation (such selected firm, the "Designated Accounting Firm"); provided, however, that the Designated Accounting Firm may not have been employed by the Company or any officer or director of the Company for at least one year prior to such selection and the Designated Accounting Firm may not be otherwise employed by the Company (except to verify subsequent computations under this Section 3.7) for a period of one year after such selection; and provided, further, that if the Company after using good faith efforts is unable to locate such a nationally recognized firm that meets the requirements of the preceding proviso that is willing to verify the amount or number of such disputed adjustment, determination or computation, the Company may select any firm of independent public accountants, subject to the prior approval of Plaintiffs' Settlement Counsel, to verify such amount or number. If such a verification is required under this Section 3.7, the amount or number of such adjustment, determination or computation set forth in the certificate, report or other written statement of the accounting firm performing such verification shall be conclusive evidence of the correctness of any such amount or number made under this Article III.
Verification of Computations. Whenever the Applicable Exercise Price for the Common Stock is adjusted as provided in this Article V, the Company will promptly obtain a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the exercise price as so adjusted and a brief statement of the facts accounting for such adjustment, and will make available upon request a brief summary thereof to the holders of the Warrant Certificates (which summary may be included in any notice of adjustment required by Section 5.4 hereof if the Company so elects).
Verification of Computations. Whenever the Maximum Exercise Price and the Minimum Exercise Price is adjusted as provide in this Article III, the Company shall promptly obtain a certificate of a firm of independent public accountants of recognized standing selected by the board of directors (who may be the regular auditors of the Company) setting forth the Maximum Exercise Price and the Minimum Exercise Price, so adjusted, and a brief statement of the facts accounting for such adjustment, an shall make available a brief summary thereof to the Warrant Agent and to the holders of the Warrants, at their addresses listed on the register maintained for the purpose by the Warrant Agent.
