In the Matter of Westmoreland Coal Company, Respondent v. Entech, Inc., Appellant

Summary

The Court held that Westmoreland's objections to the closing‑date certificate based on GAAP compliance constitute breaches of representation or warranty and must be litigated under the indemnification provisions, not submitted to the independent‑accountant arbitration scheme in the purchase‑price adjustment provisions. The Appellate Division's order was reversed and the matter remitted for further proceedings.