Neutral Auditor Clause Samples
The Neutral Auditor clause designates an independent third party to review and verify specific information or processes relevant to the agreement. Typically, this auditor is mutually agreed upon by both parties and is tasked with conducting impartial assessments, such as verifying financial records, compliance with contractual obligations, or the accuracy of reported data. The core function of this clause is to ensure objectivity and trust in situations where parties may have conflicting interests, thereby reducing disputes and promoting transparency.
Neutral Auditor. 6 NYSE...............................7
Neutral Auditor. 11 Newco......................................... 2
Neutral Auditor. (a) If, following a Notice of Objection, the Seller and the Purchaser cannot agree on the requested changes within thirty (30) Business Days following the delivery of the Notice of Objection, each of the Seller and the Purchaser shall be entitled to request ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, LLC to act as expert and not as arbitrator (“Neutral Auditor”) to determine (i) the consolidated amounts of Closing Date Cash, the Closing Date Financial Debt, the Closing Date Working Capital and (ii) the Closing Date Statement, if and to the extent such amounts are in dispute between the Seller and the Purchaser. In case (i) ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, LLC declines to act for any reasons, each of the Seller and the Purchaser shall be entitled to request the German Institute of Public Accountants (Institut der Wirtschaftsprüfer in Deutschland e.V.) to appoint a Neutral Auditor; upon such request, the German Institute of Public Accountants (Institut der Wirtschaftsprüfer in Deutschland e.V.) shall appoint the Neutral Auditor as soon as reasonable practicable upon receipt of such request.
(b) The Neutral Auditor shall give the Seller and the Purchaser adequate opportunity to present their views in writing and at a hearing or hearings to be held in the presence of the Seller and the Purchaser and their advisors, provided in the event that either the Seller or the Purchaser fails to attend such hearings in spite of having been properly notified of such hearing, such hearings may be conducted in the absence of such absent Party.
(c) The Neutral Auditor shall be engaged on behalf of the Seller and the Purchaser either by both the Seller and the Purchaser or, if they cannot agree on the terms of engagement within twenty (20) Business Days following a proposal of the Neutral Auditor, by either the Seller or the Purchaser, in each case acting reasonably and in accordance with the terms and conditions of this Agreement, in particular the Key Terms of Engagement (as defined below).
(d) The Seller and the Purchaser shall cause the Neutral Auditor, and instruct the Neutral Auditor in the terms of its engagement (collectively “Key Terms of Engagement”):
(i) to apply the Applicable Accounting Principles;
(ii) to conduct the proceedings in a fair and impartial manner;
(iii) to decide only on the specific line items which are in dispute between the Seller and the Purchaser, in particular the Neutral Auditor shall determine only
(A) whether any of the arguments for an alteration to the Closing Date Statement p...
Neutral Auditor. 1.2(e) Notice. . . . . . . . . . . . . . . . . . . . . . 1.2(e) Offered Assignment. . . .
Neutral Auditor. 3 NJDEP.........................................................................................66 O-I............................................................................................1