definiens: means Grant Thornton, LLC or such otherindependent accounting firm as may be mutually acceptable to the Stockholders'Representative and Parent, provided that ( i ) no firm shall be the IndependentAccounting Firm if that firm has, within five years before the time such firm isactually engaged to provide services under this Agreement, performed servicesfor Parent, Mr. Alfred E. Mann, the Company or any of their respectiveaffiliates and ( ii ) none of the Company, Mr. Mann, Parent or any of theirrespective affiliates shall engage the Independent Accounting Firm to provideservices, other than to provide services under this Agreement, for at leasteighteen months after such firm has performed services as the IndependentAccounting Firm ; provided, that it shall not be a breach of clause ( ii ) above if(x ) Parent, Mr. Mann or any of their respective affiliates acquires a personthat prior to such acquisition used the Independent Accounting Firm for anyservices, and that Independent Accounting Firm continues to provide suchservices to the acquired person, or ( y ) the Independent Accounting Firm isacquired by another person that provides services to Parent, Mr. Mann or any oftheir respective affiliates and the acquiring person continues to provideservices to such person