Common use of Remedy for Failure to Comply Clause in Contracts

Remedy for Failure to Comply. If Seller or Purchaser ---------------------------- reasonably determines that the other party is not fulfilling its obligations in a reasonable manner under Subsection 5.6.2, then the party making such determination shall have the right to select and appoint, at the reasonable expense of defaulting party, an independent entity such as a nationally recognized public accounting firm to assist such defaulting party in meeting its obligations under Subsection 5.6.2; provided, however, that if such independent entity concludes that such defaulting party shall have fulfilled its obligations under Subsection 5.6.2, then such reasonable expenses shall be for the account of and shall be paid by the party making the determination of non-compliance. Such entity shall have complete access to all books and records and information, and the complete cooperation of all officers and employees of Seller, Purchaser and the Subsidiaries, as the case may be, as reasonably requested by the party making the determination of non-compliance. Notwithstanding the foregoing. neither Seller nor Purchaser shall have the right to appoint such public accounting firm until it has given written notice to the other party of its noncompliance with the provisions of Subsection 5.6.2 and such other party shall have failed to cure such noncompliance within 15 days.

Remedy for Failure to Comply. If Seller or Purchaser reasonably ---------------------------- reasonably determines that the other party is not fulfilling its obligations in a reasonable manner under Subsection 5.6.2, then the party making such determination shall have the right to select and appoint, at the reasonable expense of defaulting party, an independent entity such as a nationally nationally- recognized public accounting firm to assist such defaulting party in meeting its obligations under Subsection 5.6.2; provided, however, that if such independent entity concludes that such defaulting party shall have fulfilled its obligations under Subsection 5.6.2, then such reasonable expenses shall be for the account of and shall be paid by the party making the determination of non-compliance. Such entity shall have complete access to all books and records and information, and the complete cooperation of all officers and employees of Seller, Purchaser and the Subsidiaries, as the case may be, as reasonably requested by the party making the determination of non-compliance. Notwithstanding the foregoing. , neither Seller nor Purchaser shall have the right to appoint such public accounting firm until it has given written notice to the other party of its noncompliance with the provisions of Subsection 5.6.2 and such other party shall have failed to cure such noncompliance within 15 days.