JAC Representative definition
Examples of JAC Representative in a sentence
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: p▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ To the JAC Representative: J▇▇▇▇▇▇ ▇.
If an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give JAC (with a copy to the JAC Representative) or Stockholders, on behalf of the Indemnifying Parties, notice of such Third Party Claim as soon as reasonably practicable following, and in any event within 30 days of, the receipt by the Indemnified Party of such notice.
The JAC Representative will have no liability for any act done or omitted under this Agreement as the JAC Representative except to the extent that any act or omission constitutes fraud, bad faith, gross negligence or willful misconduct.
JAC shall, and shall cause each Group Company to, cooperate in the review of the Proposed Closing Date Calculations and any Dispute Notice, including by providing customary certifications to the JAC Representative or, if requested, to the JAC Representative’s auditors or the Accounting Firm.
The JAC Representative will have no liability for any act done or omitted under this Agreement as the JAC Representative while acting in good faith and not in a manner constituting wanton misconduct, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith.
If JAC and the JAC Representative do not agree upon a final resolution with respect to such disputed items within such 15-day period, then JAC and the JAC Representative shall engage, and the remaining items then in dispute shall be submitted immediately to, a nationally recognized accounting firm mutually acceptable to JAC and the JAC Representative.
JAC and the JAC Representative shall instruct the Accounting Firm to, and the Accounting Firm shall, make its determination based solely on presentations by JAC and the JAC Representative that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review).
If JAC and the JAC Representative are unable to agree on the choice of such accounting firm within ten (10) Business Days after the expiration of the aforementioned 15-day period, then JAC and the JAC Representative shall each select a nationally recognized accounting firm and the two accounting firms so selected shall select another nationally recognized accounting firm to resolve the dispute (after excluding the accounting firms regularly used by JAC, the Company and the Existing Members).
JAC and the JAC Representative shall also instruct the Accounting Firm to, and the Accounting Firm shall, make its determination based solely on presentations by JAC and the JAC Representative that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review).
JAC and the JAC Representative shall instruct the Accounting Firm not to, and the Accounting Firm shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by JAC, on the one hand, or the JAC Representative, on the other hand, or less than the smallest value for such item assigned by JAC, on the one hand, or the JAC Representative, on the other hand.