Accounting Referee definition
Examples of Accounting Referee in a sentence
The Accounting Referee shall be directed to make a determination of the Disputed Items in accordance with Section 3.6(e)promptly, but no later than thirty (30) days, after acceptance of its appointment.
Buyer and the Securityholders Representative shall make readily available to the Accounting Referee all relevant books, records and employees of the Surviving Company and its Subsidiaries that are reasonably requested by the Accounting Referee in connection with the Accounting Referee’s review of any Disputed Items.
The fees and expenses of the Accounting Referee shall be borne by ▇▇▇▇▇ and the Securityholders’ Representative (on behalf of the Securityholders) in the same proportion that the dollar amount of Disputed Items which are not resolved in favor of Buyer or the Securityholders’ Representative, as applicable, bears to the total dollar amount of Disputed Items resolved by the Accounting Referee.
If Disputed Items are referred to the Accounting Referee for resolution pursuant to Section 3.6(d), the Accounting Referee shall determine only with respect to the Disputed Items that remain in dispute and were submitted in the notice of Objection whether and to what extent, if any, the Aggregate Merger Consideration and the components thereof set forth in the Closing Statement or the Contingent Cash Consideration set forth in the Contingent Cash Consideration Statement require adjustment.
Buyer and the Securityholders’ Representative agree to use their commercially reasonable efforts to effect the selection and appointment of the Accounting Referee pursuant to this Section 3.6(d)within ten (10) Business Days after the Response Date, including executing an engagement agreement with the Accounting Referee providing for reasonable and customary compensation and other reasonable and customary terms of such engagement.