Neutral Accountant definition

Neutral Accountant means a national independent accounting firm selected by Buyer and reasonably acceptable to Sellers.

Neutral Accountant has the meaning set forth in Section 1.3(c).

Neutral Accountant shall have the meaning set forth in Section 2.7(c).

Examples of Neutral Accountant in a sentence

• Except for the matters to be determined by the Neutral Accountant pursuant to Section 1.5, each of the Parties submits to the exclusive jurisdiction of any state or federal court within [* * *] in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding shall be exclusively heard and determined in any such court.

• The fees and expenses of the Neutral Accountant shall be borne by Purchaser and Seller based on the [* * *] percentage that the [* * *] of the [* * *] covered by [* * *] bears to the [* * *] of such [* * *] as [* * *] to the [* * *] (for example, if the [* * *] of such [* * *] as [* * *] to the [* * *] equals [* * *] and the [* * *] awards [* * *] in favor of [* * *], [* * *] ([* * *]%) of the [* * *] of the [* * *] would be [* * *] and [* * *] ([* * *]%) of the [* * *] of the [* * *] would be [* * *]).

• Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties and shall not be appealable, absent fraud or manifest error.

• Nothing in this Section 1.5(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Purchaser and Seller regarding the determination of the Final Closing Statement; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Purchaser and Seller.

• The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement.

More Definitions of Neutral Accountant

Neutral Accountant means an independent accounting firm of international reputation with expertise in accounting matters reasonably acceptable to the Seller and the Purchaser.

Neutral Accountant shall have the meaning set forth in Section 1.10(d).

Neutral Accountant shall have the meaning set forth in Section 1.4(c).

Neutral Accountant has the meaning set forth in Section 2.6(d).

Neutral Accountant means Xxxxxx Xxxxx LLC (or if such firm shall decline or is unable to act, or has a conflict of interest with Parent or the Representative, or any of their respective Affiliates, another nationally recognized accounting firm mutually acceptable to Parent and the Representative).

Neutral Accountant means BDO USA.

Neutral Accountant means, unless otherwise agreed in writing by Sellers’ Representative and Buyer, an accountant mutually satisfactory to Sellers’ Representative and Buyer who satisfies each of the following requirements (unless otherwise agreed by Sellers’ Representative and Buyer): (i) neither the accountant nor the firm that employs the accountant shall have performed any accounting or consulting services for any party or any Affiliate of any party at any time during the three year period prior to the date of this Agreement; (ii) the accountant is not related in any way by blood or marriage to any party or any executive officer or director of any party or any Affiliate of such party; (iii) the accountant has been a certified public accountant duly licensed to practice in the state where he or she has his or her primary office for a period of not less than ten years; and the accountant is willing to accept engagement as a Neutral Accountant on the terms and conditions of this Agreement.