TO THE VENDOR AND/OR THE PURCHASER IN
PROPORTION TO THE RESPECTIVE AMOUNTS RELEASED TO THE VENDOR AND/OR THE PURCHASER
FROM THE RETENTION ACCOUNT FROM TIME TO TIME.
20.6
FOR THE AVOIDANCE OF DOUBT, THE PURCHASER SHALL NOT BE ENTITLED TO
ANY RIGHT OF SET OFF, COUNTERCLAIM, WITHHOLDING OR DEDUCTION OR SIMILAR RIGHT IN
RELATION TO ITS OBLIGATION TO PAY FOR THE DEBTS IN ACCORDANCE WITH CLAUSE 4.
21
EXPERT DETERMINATION
21.1
WHERE UNDER ANY PROVISION OF THIS AGREEMENT ANY DISPUTED MATTER IS
TO BE REFERRED TO EXPERT DETERMINATION IN ACCORDANCE WITH THIS CLAUSE 21, THE
MATTER SHALL BE REFERRED TO A SINGLE INDEPENDENT EXPERT ("EXPERT") TO BE
APPOINTED, IN DEFAULT OF AGREEMENT BETWEEN THE PARTIES WITHIN 10 BUSINESS DAYS,
BY THE PRESIDENT FOR THE TIME BEING OF THE INSTITUTE OF CHARTERED ACCOUNTANTS IN
ENGLAND AND WALES ON THE APPLICATION OF EITHER PARTY.
21.2
IN THE EVENT THAT A DISPUTED MATTER IS REFERRED TO AN EXPERT:
26
21.2.1
EACH PARTY SHALL PREPARE A WRITTEN STATEMENT ON THE DISPUTED MATTERS
WHICH, TOGETHER WITH ANY RELEVANT DOCUMENTATION, THEY SHALL SUBMIT TO EACH OTHER
AND TO THE EXPERT;
21.2.2
EACH PARTY SHALL, FOLLOWING RECEIPT OF THE OTHER'S WRITTEN
STATEMENT, BE ENTITLED TO PREPARE AND SUBMIT TO EACH OTHER AND TO THE EXPERT ONE
SET OF WRITTEN COMMENTS ON THE OTHER'S WRITTEN STATEMENT.
21.3
THE EXPERT SHALL, IN HIS ABSOLUTE DISCRETION, BE ENTITLED:
21.3.1
TO STIPULATE THE TIME PERIODS WITHIN WHICH THE PARTIES SHALL PREPARE
AND SUBMIT THE WRITTEN STATEMENTS AND WRITTEN COMMENTS REFERRED TO IN CLAUSES
21.2.1 AND 21.2.2 RESPECTIVELY, AND TO DISREGARD ANY WRITTEN STATEMENT OR
COMMENTS NOT DELIVERED WITHIN ANY SUCH STIPULATED TIME PERIODS;
21.3.2
TO REQUIRE THE PARTIES TO ATTEND ONE OR MORE MEETINGS AND/OR TO
RAISE ENQUIRIES OF THEM ABOUT ANY MATTERS WHICH THE EXPERT CONSIDERS RELEVANT;
21.3.3
IN THE ABSENCE OF AGREEMENT BETWEEN THE PARTIES WITHIN SUCH TIME
PERIOD AS THE EXPERT MAY SPECIFY, TO DETERMINE SUCH OTHER PROCEDURES (INCLUDING
TIME PERIODS FOR THEIR COMPLETION) TO ASSIST WITH THE CONDUCT OF THE EXPERT
DETERMINATION; AND
21.3.4
TO DETERMINE ANY ISSUES OF LAW OR INVOLVING THE INTERPRETATION OF
ANY PROVISIONS OF THIS AGREEMENT RELEVANT TO THE MATTERS WHICH THE EXPERT IS
REQUIRED TO DETERMINE.
21.4
THE EXPERT SHALL BE ENTITLED, IN HIS REASONABLE DISCRETION, TO
APPOINT ADVISERS (INCLUDING LEGAL ADVISERS) TO ASSIST HIM IN REACHING HIS
DETERMINATION.
21.5
EACH PARTY SHALL CO-OPERATE WITH THE EXPERT AND PROVIDE HIM WITH
SUCH INFORMATION AS THE EXPERT MAY REASONABLY REQUIRE FOR THE PURPOSES OF HIS
DETERMINATION; IF EITHER PARTY CLAIMS SUCH INFORMATION TO BE CONFIDENTIAL TO IT
THEN, PROVIDED THAT IN THE OPINION OF THE EXPERT THAT PARTY HAS PROPERLY CLAIMED
THE SAME TO BE CONFIDENTIAL, THE EXPERT SHALL NOT DISCLOSE THE SAME TO THE OTHER
PARTY OR TO ANY THIRD PARTY.
21.6
IN MAKING HIS DECISION, THE EXPERT SHALL ACT AS AN EXPERT AND NOT
AS ARBITRATOR AND HIS DECISION SHALL (IN THE ABSENCE OF MANIFEST ERROR) BE FINAL
AND BINDING ON THE PARTIES.
21.7
IN DELIVERING HIS DECISION TO THE