Common use of Adjustment Statement Dispute Resolution Clause in Contracts

Adjustment Statement Dispute Resolution. If Sellers’ Representative timely notifies Buyer in accordance with Section 2.6.2 of an objection by Sellers’ Representative to the Preliminary Adjustment Statement, and if Buyer and Sellers’ Representative are unable to resolve such dispute through good faith negotiations within 30 days after Sellers’ Representative’s delivery of such notice of objection, then the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by PricewaterhouseCoopers or such other accounting firm of national reputation as shall be mutually acceptable (the “Independent Accountants”). The Independent Accountants shall determine and report in writing to Buyer and Sellers’ Representative as to the resolution of all disputed matters and the effect of such determinations on the Preliminary Adjustment Statement within 20 days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive; provided, however, that, with respect to each disputed item comprising the Preliminary Adjustment Statement (i.e., the Closing Cash, the Unpaid Indebtedness and the Closing Working Capital, as the case may be), such determinations shall not be (a) greater in amount than the highest amount claimed by Buyer or Sellers with respect to such item, or (b) lesser in amount than the lowest amount claimed by Buyer or Sellers with respect to such item. Buyer, on the one hand, and Sellers, collectively, on the other hand, shall each bear one-half of the fees and expenses of the Independent Accountants.

Adjustment Statement Dispute Resolution. If Sellers’ Representative Sellers timely notifies Buyer notify Buyers in accordance with Section 2.6.2 2.7(b)(ii) of an any objection by Sellers’ Representative to the Preliminary Adjustment StatementStatement or the Preliminary Post-Closing Adjustment, and if Buyer Buyers and Sellers’ Representative Sellers are unable to resolve such dispute through good faith negotiations within 30 fifteen (15) days after Sellers’ Representative’s delivery of such notice of objection, then the parties Parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by PricewaterhouseCoopers or such other an independent accounting firm of national reputation as shall be mutually acceptable to Buyers and Sellers (the “Independent Accountants”). The Independent Accountants shall determine and report in writing to Buyer Buyers and Sellers’ Representative Sellers as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within 20 twenty (20) days after such submission submission, or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive; provided, however, that, with respect conclusive as to each the Parties hereto. In resolving any disputed item comprising the Preliminary Adjustment Statement (i.e.item, the Closing Cash, the Unpaid Indebtedness and the Closing Working Capital, as the case may be), such determinations shall not be Independent Accountants shall: (a) greater in amount than be bound by the highest amount claimed by Buyer or Sellers with respect to such item, or provisions of this Agreement (including this Section 2.7 and the definitions pertaining hereto and Exhibit B attached hereto); (b) lesser in amount not assign a value to any item greater than the lowest amount higher value claimed for such item or less than the lower value claimed for such item by Buyer either Buyers or Sellers with respect Sellers; (c) restrict their decision to such itemitems which are then in dispute; and (d) only review this Agreement and the written presentations of Buyers and Sellers in resolving any matter which is in dispute. Buyer, on the one hand, and Sellers, collectively, on the other hand, shall each bear one-half of the The fees and expenses disbursements of the Independent AccountantsAccountants shall be borne equally by Buyers and Sellers.

Adjustment Statement Dispute Resolution. If Sellers’ Representative Seller timely notifies Buyer in accordance with Section 2.6.2 3.4.2 of an objection by Sellers’ Representative to the Preliminary Adjustment StatementStatement or the Preliminary Post-Closing Adjustment, and if Buyer and Sellers’ Representative Seller are unable to resolve such dispute through good faith negotiations within 30 fifteen (15) business days after Sellers’ RepresentativeSeller’s delivery of such written notice of objection, then then, the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by PricewaterhouseCoopers or such other an accounting firm of national reputation as shall be mutually acceptable to Seller and Buyer (the “Independent Accountants”). The Independent Accountants shall determine and report in writing to Buyer and Sellers’ Representative Seller as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within 20 twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive; providedconclusive as to Buyer, howeverSeller, that, with respect to each disputed item comprising and their respective Affiliates. The fees and expenses of the Preliminary Adjustment Statement (i.e., the Closing Cash, the Unpaid Indebtedness and the Closing Working Capital, as the case may be), such determinations Independent Accountants shall not be (a) greater in amount than the highest amount claimed borne by Buyer or Sellers with respect to such item, or (b) lesser in amount than the lowest amount claimed by Buyer or Sellers with respect to such item. Buyer, on the one hand, and Sellers, collectivelySeller, on the other hand, shall each bear one-half of based upon the fees and expenses of percentage which the Independent Accountantscontested amount awarded bears to the aggregate amount contested.

Adjustment Statement Dispute Resolution. If Sellers’ Representative timely notifies delivers an Objection Notice to Buyer in accordance with Section 2.6.2 of an objection by Sellers’ Representative to the Preliminary Adjustment Statement2.4.2, and if Buyer and Sellers’ {P02534_X101.HTM;8} Representative are unable to resolve such dispute through good faith negotiations within 30 fifteen (15) days after Sellers’ Representative’s delivery of such notice of objectionObjection Notice, then then, the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by PricewaterhouseCoopers or such other an accounting firm of national reputation as shall be mutually acceptable to Buyer and Sellers’ Representative (the “Independent Accountants”). Buyer and Sellers’ Representative shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Sellers’ Representative as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within 20 twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive; providedconclusive as to Buyer, howeverSellers, that, with respect to each disputed item comprising Sellers’ Representative and their respective Affiliates. The fees and expenses of the Preliminary Adjustment Statement (i.e., the Closing Cash, the Unpaid Indebtedness and the Closing Working Capital, as the case may be), such determinations Independent Accountants shall not be (a) greater in amount than the highest amount claimed by Buyer or Sellers with respect to such item, or (b) lesser in amount than the lowest amount claimed by Buyer or Sellers with respect to such item. shared equally between Buyer, on the one hand, and Sellers, collectively, on the other hand, shall each bear one-half of the fees and expenses of the Independent Accountants.