WITH THE REQUIREMENTS OF THIS
AGREEMENT AND HIS REASONS THEREFOR, AND HE SHALL GIVE NOTICE (INCLUDING A COPY)
OF THE
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DECISION TO THE PARTIES WITHIN A MAXIMUM OF 20 (TWENTY) BUSINESS DAYS OF THE
MATTER BEING REFERRED TO HIM.
5.14
IF THE EXPERT DIES OR BECOMES UNWILLING OR INCAPABLE OF ACTING, OR
DOES NOT DELIVER THE DECISION WITHIN THE TIME REQUIRED BY CLAUSE 5.14 THEN
(A)
EITHER PARTY MAY APPLY TO THE PRESIDENT OF THE HUNGARIAN CHAMBER FOR
AUDITORS TO DISCHARGE THE AUDIT EXPERT AND TO APPOINT A REPLACEMENT AUDIT
EXPERT; AND
(B)
THIS CLAUSE 5.14 APPLIES IN RELATION TO THE NEW AUDIT EXPERT AS IF HE
WERE THE FIRST AUDIT EXPERT APPOINTED.
5.15
ALL MATTERS UNDER CLAUSES 5.11 TO 5.20 (INCLUSIVE) SHALL BE
CONDUCTED, AND THE AUDIT EXPERT'S DECISION SHALL BE WRITTEN, IN THE ENGLISH
LANGUAGE.
5.16
THE PARTIES ARE ENTITLED TO MAKE WRITTEN SUBMISSIONS TO THE AUDIT
EXPERT AND SHALL PROVIDE (OR PROCURE THAT OTHERS PROVIDE) THE AUDIT EXPERT WITH
SUCH ASSISTANCE AND DOCUMENTS AS THE AUDIT EXPERT REASONABLY REQUIRES FOR THE
PURPOSE OF REACHING A DECISION.
5.17
UNLESS AGREED BY THE PARTIES, THE AUDIT EXPERT MAY NOT INSTRUCT
PROFESSIONAL ADVISERS TO ASSIST HIM IN REACHING HIS DECISION.
5.18
EACH PARTY SHALL, WITH REASONABLE PROMPTNESS, SUPPLY EACH OTHER
WITH ALL INFORMATION AND GIVE EACH OTHER ACCESS TO ALL DOCUMENTATION AND
PERSONNEL AS EACH OTHER REASONABLY REQUIRES TO MAKE A SUBMISSION UNDER CLAUSES
5.12 AND/OR 5.16.
5.19
THE AUDIT EXPERT SHALL ACT AS AN EXPERT AND NOT AS AN ARBITRATOR.
THE AUDIT EXPERT SHALL DETERMINE ANY DISPUTE, WHICH MAY INCLUDE ANY ISSUE
INVOLVING THE INTERPRETATION OF ANY PROVISION OF THIS AGREEMENT, HIS
JURISDICTION TO DETERMINE THE MATTERS AND ISSUES REFERRED TO HIM OR HIS TERMS OF
REFERENCE. THE AUDIT EXPERT'S WRITTEN DECISION ON THE MATTERS REFERRED TO HIM
SHALL BE FINAL AND BINDING IN THE ABSENCE OF MANIFEST ERROR OR FRAUD.
5.20
THE AUDIT EXPERT'S FEES AND ANY COSTS PROPERLY INCURRED BY HIM IN
ARRIVING AT HIS DETERMINATION SHALL BE BORNE BY THE PARTIES IN SUCH PROPORTION
AS THE AUDIT EXPERT IN HIS SOLE DISCRETION DIRECTS.
6.
WARRANTIES AND INDEMNITIES
6.1
EXCEPT AS AND EXCLUSIVELY TO THE EXTENT EXPLICITLY SET FORTH IN
THIS CLAUSE 6 AND IN SCHEDULE 5, THE SELLER MAKES NO REPRESENTATIONS OR
WARRANTIES, WHETHER
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EXPRESSLY OR IMPLIED BY THE LAWS OR OTHERWISE AND THE BUYER EXPRESSLY
ACKNOWLEDGES AND ACCEPTS SUCH LIMITATION.
6.2
THE WARRANTIES (EXCEPT TO THE EXTENT EXPRESSLY STATED TO BE MADE
AS OF A SPECIFIED DATE) AND THE MATTERS DISCLOSED ARE EACH DEEMED TO BE REPEATED
AT CLOSING AND ANY REFERENCE MADE TO THE DATE OF THIS AGREEMENT (WHETHER EXPRESS
OR IMPLIED) IN RELATION TO ANY WARRANTY OR DISCLOSURE SHALL BE CONSTRUED, IN
RELATION TO ANY SUCH REPETITION, AS A REFERENCE TO THE CLOSING DATE.
6.3
FROM AND AFTER THE CLOSING, AND SUBJECT TO THE PROVISIONS OF THIS
CLAUSE 6 AND CLAUSE 7, INCLUDING THE AGREED LIMITATION ON THE LIABILITY OF THE
SELLER, THE SELLER SHALL INDEMNIFY, DEFEND AND HOLD