Delivery of the Closing. Date Balance Sheet; Dispute Resolution. Seller shall deliver a copy of the Closing Date Balance Sheet to Buyer promptly after it has been prepared. After receipt of the Closing Date Balance Sheet, Buyer shall have thirty (30) days to review the Closing Date Balance Sheet. Unless Buyer delivers written notice to Seller on or prior to the 30th day after Buyer's receipt of the Closing Date Balance Sheet specifying in reasonable detail the characterization and amount of all disputed items and the basis therefor, Buyer shall be deemed to have accepted and agreed to the Closing Date Balance Sheet. If Buyer so notifies Seller of its objection to the Closing Date Balance Sheet, Buyer and Seller shall, within thirty (30) days following such notice (the "Resolution Period"), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If at the conclusion of the Resolution Period there remain items in dispute, then all disputed items shall be submitted to A▇▇▇▇▇ A▇▇▇▇▇▇▇, L.L.P., a nationally recognized independent public accounting firm (the "Neutral Auditors"). All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors shall be borne equally by Seller and Buyer. The Neutral Auditors shall act as an arbitrator to determine, based solely on presentations by Seller and Buyer, and not by independent review, only those issues still in dispute. The Neutral Auditors' determination shall be made within thirty (30) days of their selection, shall be set forth in a written statement delivered to Seller and Buyer and shall be final, binding and conclusive. The term "Adjusted Closing Date Balance Sheet," as hereinafter used, shall mean the definitive Closing Date Balance Sheet agreed to by Buyer and Seller in accordance with this Section 1.03(e) or the definitive Closing Date Balance Sheet resulting from the determinations made by the Neutral Auditors in accordance with this Section 1.03(e) (in addition to those items theretofore agreed to by Seller and Buyer).
Appears in 2 contracts
Sources: Stock Purchase Agreement (Specialty Foods Corp), Stock Purchase Agreement (Specialty Foods Acquisition Corp)