Resolution by CPA Firm Sample Clauses

The 'Resolution by CPA Firm' clause designates an independent certified public accounting (CPA) firm as the authority to resolve specific disputes or disagreements, typically those involving financial calculations or interpretations within a contract. In practice, if the parties cannot agree on matters such as earn-out payments, working capital adjustments, or other accounting-related issues, the CPA firm is engaged to review the relevant information and make a binding determination. This clause ensures that complex financial disputes are settled by a neutral expert, providing an efficient and objective resolution mechanism that helps avoid prolonged litigation or negotiation deadlocks.
Resolution by CPA Firm. If Shareholders’ Representative and Buyer are unable to resolve the Closing Statement Dispute within fifteen (15) days after the delivery of a Closing Statement Objection to Buyer, then Shareholders’ Representative or Buyer may elect to have the Closing Statement Dispute resolved by the CPA Firm, who shall, acting as experts and not as arbitrators, determine on the basis of the standards set forth in Section 2.4, and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review), whether and to what extent, if any, the Net Working Capital Amount as derived from the Preliminary Closing Statement requires adjustment. In connection with the engagement of the CPA Firm, each Party shall execute reasonable engagement letters and supply such other documents, information and access to relevant accounting personnel and advisors promptly following the reasonable request therefore by the CPA Firm, provided, in the event a Party fails to do so, the CPA Firm shall determine the relevant matter to which the Closing Statement Dispute relates against the failing Party in all respects. Each Party may submit such data and information to the CPA Firm as such Party deems appropriate. The CPA Firm shall be instructed to perform its services no later than sixty (60) days after submission of the Closing Statement Dispute to it, and, in any case, as soon as practicable after such submission, giving due regard to the intention of the Parties to resolve such dispute as efficiently and inexpensively as possible. In resolving the Closing Statement Dispute, the CPA Firm shall (A) utilize the criteria set forth in Section 2.4, and (B) not assign a value to any item greater than the greatest value for such item claimed by any Party, or less than the smallest value for such item claimed by any Party, as presented to the CPA Firm pursuant hereto. The CPA Firm shall not have any authority with respect to matters arising in connection with this Agreement other than as set forth in this Section 2.4(f)(ii).
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Resolution by CPA Firm. If Buyer and the Shareholders are unable to resolve the Balance Sheet Dispute within thirty (30) days following the delivery of a Balance Sheet Objection to Buyer, then, at any time thereafter, Buyer or the Shareholders may elect to have the Balance Sheet Dispute resolved by KPMG, provided, that, (i) if at such time either the Shareholders or Buyer shall discover a bona fide conflict with respect to KMPG or (ii) if KPMG does not accept the engagement, then by another independent nationally recognized accounting firm as to which Buyer and the Shareholders mutually agree (the “CPA Firm”), which shall make a final determination of Closing Cash and Net Working Capital calculated with reference to such amounts to the extent such amounts are in the Balance Sheet Dispute in accordance with the guidelines and procedures set forth on Exhibit 2.4(f).
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Resolution by CPA Firm. If Buyer and the Shareholder are unable to resolve the Balance Sheet Dispute within thirty (30) days following the delivery of a Balance Sheet Objection to Buyer, then, at any time thereafter, Buyer or the Shareholder may elect to have the Balance Sheet Dispute resolved by RSM McGladrey, or if RSM McGladrey does not accept the engagement, then by another independent, nationally recognized accounting firm (the “CPA Firm”), which shall, acting as an expert and not as an arbitrator, determine on the basis of the standards set forth in Sections 2.4(a) and 2.4(c), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review and without regard to any objections of the Shareholder that are not described in the Balance Sheet Objection), whether and to what extent, if any, the Net Working Capital as derived from the Preliminary Closing Balance Sheet requires adjustment. In connection with the engagement of the CPA Firm, each Party shall execute reasonable engagement letters and supply such other documents and information as the CPA Firm reasonably requires or as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) days after submission of the Balance Sheet Dispute to it and, in any case, as soon as practicable after such submission. In resolving the Balance Sheet Dispute, the CPA Firm (A) shall utilize the criteria set forth in Section 2.4(a) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any Party, or less than the smallest value for such item claimed by any Party, as set forth in the Preliminary Closing Balance Sheet and the Balance Sheet Objection.
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Resolution by CPA Firm. If Buyer and Company are unable to resolve the Balance Sheet Dispute within fifteen (15) calendar days following Company’s delivery of a Balance Sheet Objection to Buyer, then at any time thereafter Buyer or Company may elect to have the Balance Sheet Dispute resolved as provided in Section 3.8.
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Resolution by CPA Firm. If Buyer and Company are unable to resolve a dispute over an Earn-Out Notice of Objection within twenty (20) calendar days after Company’s delivery of such Earn-Out Notice of Objection to Buyer, then at any time thereafter Buyer or Company may elect to have the disputed matter resolved by a nationally recognized firm of independent public accountants as to which Buyer and Company mutually agree (the “CPA Firm”), who shall, acting as experts and not as arbitrators, determine on the basis of the standards set forth in Section 3.7, and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review), whether and to what extent, if any, an Earn-Out Amount as derived from an Earn-Out Statement requires adjustment, or what portion of the Purchase Price should be allocated to each of the Purchased Assets. In connection with the engagement of the CPA Firm, each of Buyer and Company shall execute reasonable engagement letters and supply such other documents and information as the CPA Firm reasonably requires. Without limiting the Parties’ obligations under this Section 3.10, each of Buyer and Company may submit such data and information to the CPA Firm as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) calendar days after submission of the dispute to it and, in any case, as soon as practicable after such submission. In resolving a dispute over an Earn-Out Notice of Objection, the CPA Firm shall utilize the criteria set forth in Section 3.7.
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Related to Resolution by CPA Firm

  • Resolution of Dispute Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.

  • Determination by Independent Firm In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

  • Resolution of Disagreements Disputes arising under this Agreement will be resolved informally by discussions between Agency Points of Contact, or other officials designated by each agency.

  • Determination by Accountant All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this Section, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation to Westport and the Employee by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the Overpayment.

  • Resolution of Disputes Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.