Common use of Accounting Arbitrator Clause in Contracts

Accounting Arbitrator. If Buyer and Sellers, notwithstanding such good faith effort, fail to resolve such dispute within 14 calendar days after Sellers deliver the Notice of Disagreement, then Buyer and Sellers jointly shall engage the Accounting Arbitrator to resolve such dispute in accordance with the standards set forth in this Section. Sellers and Buyer shall use reasonable efforts to cause the Accounting Arbitrator to render a written decision resolving the matters submitted to the Accounting Arbitrator within 30 calendar days of the making of such submission. The scope of the disputes to be resolved by the Accounting Arbitrator shall be limited to whether the items in dispute that were properly included in the Notice of Disagreement were prepared in accordance with GAAP and the accounts listed on Exhibit B, and the Accounting Arbitrator shall determine, on such basis, whether and to what extent, the Adjustment Statement and the amounts reflected therein, as applicable, require adjustment. The Accounting Arbitrator shall not make any other determination, including any determination as to whether the Target Net Working Capital Range is correct. The Accounting Arbitrator’s decision shall be based solely on written submissions by Sellers and Buyer and their respective representatives and not by independent review, and each of Sellers and Buyer shall have the opportunity to respond in writing to the other’s written submission. The Accounting Arbitrator shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by any Party or smaller than the smallest value for such item claimed by any Party. The fees, costs and expenses of the Accounting Arbitrator shall be allocated between Sellers, on the one hand, and Buyer, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Arbitrator that is unsuccessfully disputed by each such Party (as finally determined by the Accounting Arbitrator) bears to the total amount of such disputed items so submitted. All determinations made by the Accounting Arbitrator will be final, conclusive and binding on the Parties.