Independent Referee definition

Independent Referee means one of Deloitte LLP, KPMG LLP and Ernst & Young LLP as mutually agreed by AcquisitionCo and the Holder Committee; provided that, if, upon request, each of such firms is not available or is unwilling to provide its services, then the Independent Referee shall be another independent certified public accounting firm mutually agreed by AcquisitionCo and the Holder Committee, or if failing such mutual agreement within 10 Business Days of written request made by either AcquisitionCo or the Holder Committee to the other, another independent certified public accounting firm designated by the President of the American Arbitration Association upon the written request of either AcquisitionCo or the Holder Committee (with a copy to be delivered to AcquisitionCo, in the case of a request made by the Holder Committee, or the Holder Committee, in the case of a request made by AcquisitionCo).

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Independent Referee means Deloitte; provided that, if Deloitte is unable or unwilling to serve as Independent Referee, and the Buyer and the Seller are unable to agree on another independent and nationally recognized firm with expertise in disputes of the type contemplated by Section 2.5 within fifteen (15) Business Days of receiving notice that Deloitte will not serve as Independent Referee, the Buyer and the Seller shall each nominate such a firm, and the two firms so nominated shall nominate a third such firm, with such third firm to serve as the Independent Referee.

Independent Referee means BDO USA, LLP (“BDO”); provided that, if BDO is unable or unwilling to serve as Independent Referee, and the Buyer and the Sellers’ Representative are unable to agree on another independent and nationally recognized accounting firm with expertise in disputes of the type contemplated by Section 2.5 within fifteen (15) Business Days of receiving notice that BDO will not serve as Independent Referee, the Buyer and Sellers’ Representative shall each nominate such a firm, and the two firms so nominated shall nominate a third such firm, with such third firm to serve as the Independent Referee.

Examples of Independent Referee in a sentence

• The Buyer and Sellers’ Representative shall enter into a customary engagement letter with the Independent Referee.

• If the Buyer and the Sellers’ Representative are unable to resolve any Disputed Items in the Dispute Notice within such twenty (20) day period, either the Buyer or the Sellers’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that such party is submitting such Disputed Items for resolution to the Independent Referee.

• The Buyer and the Sellers’ Representative will use their commercially reasonable efforts to cause the Independent Referee to render its decision as soon as practicable (but in any event within thirty (30) days) after the submission to the Independent Referee of their respective proposed final calculations of the Disputed Items (which the Buyer and the Sellers’ Representative shall submit to the Independent Referee not later than ten (10) days following the giving of the Dispute Submission Notice).

• In the event that Ernst & Young LLP is unwilling or unable to act as the Independent Referee and an alternative accounting firm is not selected by mutual agreement of the Buyer and the Seller within ten (10) days following the giving of the Dispute Submission Notice, each of the Buyer and the Seller shall promptly select an accounting firm and promptly cause such two accounting firms to mutually select a third independent accounting firm to act as the Independent Referee.

• If AcquisitionCo and such Required Holders fail to resolve such Disputed Matters within such 20-day period, either AcquisitionCo or such Required Holders may each submit the unresolved Disputed Matters to the Independent Referee for final determination.

More Definitions of Independent Referee

Independent Referee is defined in Section 2.5.4.

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Independent Referee has the meaning set forth in Section 1.05(d).

Independent Referee means RSMUS LLP; provided that, if RSMUS LLP is unable or unwilling to serve as Independent Referee, and the Buyer and the Seller Representative are unable to agree on another independent and nationally recognized firm with expertise in disputes of the type contemplated by Section 2.5 within fifteen (15) Business Days of receiving notice that RSMUS LLP will not serve as Independent Referee, the Buyer and the Seller Representative shall each nominate such a firm, and the two firms so nominated shall nominate a third such firm, with such third firm to serve as the Independent Referee.

Independent Referee means any nationally or regionally recognized independent accounting firm mutually agreed by the Buyer and the Sellers’ Representative; provided that, if the Buyer and the Sellers’ Representative are unable to agree on a firm with expertise in disputes of the type contemplated by Section 2.6 within fifteen (15) Business Days of Buyer or Sellers’ Representative notifying the other in writing of such party’s election to proceed with arbitration in accordance with Section 2.6.4, the Buyer and Sellers’ Representative shall each nominate such a firm, and the two firms so nominated shall nominate a third such firm, with such third firm to serve as the Independent Referee.

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