Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.
Determination by Independent Accountant. Philips shall have thirty (30) days from its receipt of Newco’s Objection to review and respond to Newco’s Objection. If Philips and Newco are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in Newco’s Objection within fifteen (15) days following the completion of Philips’ review of Newco’s Objection, each of them shall have the right to refer any remaining disagreements (the “Remaining Disagreements”) to the Independent Accountant which, acting as experts and not as arbitrators, shall determine, on the basis set forth in and in accordance with Section 2.7(a), and only with respect to the Remaining Disagreements so submitted, whether and to what extent, if any, the Closing Date Net Cash Statement, the Closing Date Net Working Capital Statement, the Closing Date Net Cash Position and/or the Closing Date Net Working Capital require adjustment. Newco and Philips shall instruct the Independent Accountant to deliver its written determination to Newco and Philips no later than thirty (30) days after the Remaining Disagreements are referred to the Independent Accountant. The Independent Accountant’s determination shall be conclusive and binding upon Newco and Philips and their respective Affiliates, absent manifest error. The fees and disbursements of the Independent Accountant shall be borne by Philips and Newco in the proportion that the aggregate value of those Remaining Disagreements that the Independent Accountant determines require adjustment bears to the aggregate value of those Remaining Disagreements that the Independent Accountant determines not to require adjustment. Philips and Newco shall make readily available to the Independent Accountant all relevant books and records and any work papers (including those of the Parties’ respective accountants, subject to customary hold-harmless agreements) relating to the Closing Date Financial Statements and Newco’s Objection and all other items reasonably requested by the Independent Accountant in connection therewith.
Determination by Independent Accountant. The Independent Accountant shall make a written determination with respect to each Disputed Item, which shall include an explanation in writing for the Independent Accountant’s reasons for the determinations set forth therein, as soon as practicable within 30 days (or such other time as the Parties shall agree in writing) after its engagement, and the Independent Accountant’s resolution of the Disputed Amounts and adjustments (if any) to the Final Closing Statement and/or the Post-Closing Adjustment (using GAAP) shall be conclusive and binding upon the Parties.
Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement shall be conclusive and binding upon the parties hereto.
Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the Parties hereto shall agree in writing) after its engagement with the Independent Accountant, and its resolution of the Disputed Amounts and its adjustments to the Computation Statement shall be conclusive and binding on all parties (and any other Person) for all purposes hereunder and any related payment due by Buyer or Sellers to the other shall be paid within ten (10) days thereafter. Judgment on the award of the Independent Accountant may be entered by any court of competent jurisdiction.
Determination by Independent Accountant. Buyer and Seller shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Disputed Amounts within thirty (30) days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Disputed Amounts only and in a manner consistent with this Section 2.06(c), and in no event shall the Independent Accountant’s determination of the Disputed Items be for an amount that is outside the range of Buyer’s and Seller’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Disputed Amounts as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon Buyer and Seller and Buyer shall revise the Closing Adjusted Working Capital Statement to reflect such determination upon receipt thereof. (vi)
Determination by Independent Accountant. Sellers’ Representative and Buyer shall use their commercially reasonable efforts to cause the Independent Accountant to make a determination as soon as practicable, but in all events within sixty (60) days after its engagement (or such other period as Sellers’ Representative and Buyer may agree in writing), and the Independent Accountant’s resolution of the Disputed Matters and any corresponding adjustments to the Net Working Capital of the Company, the NWC Adjustment, Closing Net Debt, shall be conclusive and binding upon the parties hereto.
Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto; provided, however, that upon receipt of such determination, either party shall have five (5) days to notify the Independent Accountant of any manifest error and the Independent Accountant may change its determination within ten (10) days of such notification and any such new determination shall be conclusive and binding.
Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Post-Closing Statement and shall be conclusive and binding upon the parties hereto absent Fraud or manifest error. The determination by the Independent Accountant will be (i) in writing, (ii) prepared in accordance with Accounting Principles and the terms of this Agreement, (iii) limited in scope to whether the Disputed Amounts were prepared in accordance with Accounting Principles and the related definitions and provisions in this Agreement, and/or contained mathematical or clerical errors, (iv) based solely on written materials presented by Xxxxx and Sellers’ Representative and not on the basis of an independent review or any ex parte communications, and (v) made without regard to materiality. The Independent Accountant may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party.
Determination by Independent Accountant. The Independent Accountant shall be instructed to make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement and shall be given access to all materials and information requested by it for such purpose. The decision of the Independent Accountant with respect to any Disputed Amounts, and any resulting adjustments to the Closing Statement and/or the Post-Closing Adjustment therefrom, shall be conclusive and binding upon the parties hereto, and shall not be subject to appeal by any party, absent actual fraud or manifest error.
