Confirmation of the European Allocated Items Clause Samples

Confirmation of the European Allocated Items. Immediately after the execution and delivery of this Purchase Agreement, the parties will jointly engage the Accounting Firm to assist in the confirmation of the amount of the European Allocated Items. With the assistance of the Accounting Firm, the Ferro Sellers and Olympic Plastics will endeavor to reach agreement on the amount of the European Allocated Items from today until August 25, 2006. If the parties are unable to reach agreement on the amount of the European Allocated Items by that date, then the Accounting Firm will conduct a special analysis of the European Allocated Items as follows: (A) First, the Accounting Firm will determine with respect to each of the Allocating Ferro Sellers whether or not, in the Accounting Firm’s sole judgment, the method and amount of allocation used by such Allocating Ferro Seller is a rational basis for allocation of assets and liabilities for that entity. If the Accounting Firm determines that an Allocating Ferro Seller’s allocation method and amount is rational, then the Allocating Ferro Seller’s allocation method will be used in carrying out the confirmation set forth in Section 3.17(B) below. If the Accounting Firm determines that an Allocating Ferro Seller’s allocation method or amount is not rational, then the Accounting Firm will adopt an alternative allocation method and/or amount which, in the Accounting Firm’s sole judgment, is the most rational method and amount of allocation for that Allocating Ferro Seller. (The allocation method and amount determined by the Accounting Firm with respect to each Allocating Ferro Seller is referred to below as the “Allocation Method.”) (B) Second, the Accounting Firm will apply the Allocation Method to confirm in detail the allocation of European Allocated Items to the Specialty Plastics Business set forth on the books of the Allocating Ferro Sellers at June 30, 2006, and will make such adjustments as it deems necessary based on the Allocation Method. The aggregate amount the Accounting Firm determines should be allocated to the Specialty Plastics Business at June 30, 2006, for all of the Allocating Ferro Sellers will be the amount of the European Allocated Items for purposes of Section 5.3(D) below. The Accounting Firm’s determination of the amount of the European Allocated Items will be binding on the Ferro Sellers and Olympic Plastics, will be neither appealable nor contestable by the Ferro Sellers or Olympic Plastics, and will not be subject to collateral attack by th...