Common use of Resolution of Protest Clause in Contracts

Resolution of Protest. If Purchaser and Seller are unable to resolve any disagreement as to any amount included in or omitted from the Net Working Capital Statement within fifteen (15) days following Purchaser’s receipt of the Protest Notice, then the amounts in dispute will be promptly referred to a “big-four” accounting firm mutually agreeable to Purchaser and Seller (the “Accountants”) for final arbitration within forty-five (45) days after submitting the matter to the Accountants, which arbitration shall be final and binding on both Purchaser and Seller. The Accountants shall act as an arbitrator to determine, based solely on presentations by Purchaser and Seller, and not by independent review, only those amounts still in dispute. Purchaser and Seller agree to execute, if requested by the Accountants, a reasonable engagement letter. The fees and expenses of the Accountants shall be allocated between Purchaser and Seller so that the share of such fees and expenses to be paid by Seller shall be equal to the product of (x) the aggregate amount of such fees and expenses, and (y) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Seller (as determined by the Accountant) and the denominator of which is the total amount in dispute submitted to arbitration, and the remaining portion of such fees and expenses shall be paid by Purchaser. The term “Final Net Working Capital Statement,” as used in this Agreement, shall mean the definitive Net Working Capital Statement accepted by Seller or agreed to by Seller and Purchaser in accordance with Section 2.4(e) or the definitive Net Working Capital Statement resulting from the determinations made by the Accountants in accordance with this Section 2.4(f) (in addition to those items theretofore accepted by Seller or agreed to by Seller and Purchaser).

Resolution of Protest. If Purchaser Buyer and the Seller Representative are unable to resolve any disagreement as with respect to any amount included in or omitted from the Closing Net Working Capital Statement within fifteen twenty (1520) days following PurchaserBuyer’s receipt of the Protest Notice, then the amounts items in dispute will be promptly referred to a “big-four” an independent accounting firm mutually agreeable acceptable to Purchaser Buyer and the Seller Representative (the “AccountantsAccountant”) for final arbitration within forty-five (45) days after submitting the matter to the AccountantsAccountant, which arbitration shall be final and binding on both Purchaser Buyer and SellerSelling Parties. If Buyer and the Seller Representative are unable to agree upon the Accountant, then each shall select an independent accounting firm, and the two accounting firms so selected mutually shall select a third accounting firm to act as the sole Accountant. The Accountants Accountant shall act as an arbitrator to determine, based solely on presentations by Purchaser Buyer and Sellerthe Seller Representative, and not by independent review, only those amounts still in dispute. Purchaser Buyer and the Seller Representative agree to execute, if requested by the AccountantsAccountant, a reasonable engagement letter. The fees and expenses of the Accountants Accountant shall be allocated between Purchaser Buyer and Seller so that the Seller’s share of such fees and expenses to be paid by Seller shall be equal to the product of (xi) and (ii), where (i) is the aggregate amount of such fees and expenses, and where (yii) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by the Seller Representative (as determined by the Accountant) and the denominator of which is the total amount in dispute difference between Buyer’s and Seller’s respective calculation of the disputed item submitted to arbitration, and the remaining portion of such fees and expenses shall be paid by Purchaser. The term “Final Net Working Capital Statement,” as used in this Agreement, shall mean means the definitive Net Working Capital Statement accepted by the Seller Representative or agreed to by the Seller Representative and Purchaser Buyer in accordance with Section 2.4(e2.3(d) or this Section 2.3(e) or the definitive Net Working Capital Statement resulting from the determinations made by the Accountants Accountant in accordance with this Section 2.4(f2.3(e) (in addition to those items theretofore accepted by the Seller Representative or agreed to by the Seller Representative and PurchaserBuyer). The term “Final Net Working Capital” means the Net Working Capital as set forth on the Final Net Working Capital Statement.

Resolution of Protest. If Purchaser the Buyer and the Seller are unable to resolve any disagreement as to any amount included in or omitted from the Net Working Capital Statement within fifteen thirty (1530) days following Purchaserthe Buyer’s receipt of the Protest Notice, then within forty-five (45) days following the Buyer’s receipt of the Protest Notice, the amounts in dispute will be promptly referred to a “big-four” accounting firm mutually agreeable to Purchaser and Seller the Milwaukee office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Accountants”) for final arbitration within forty-five sixty (4560) days after submitting the matter is submitted to the Accountants, which arbitration shall be final and binding on both Purchaser the Buyer and the Seller. The Accountants shall act as an arbitrator to determine, based solely on presentations by Purchaser the Buyer and the Seller, and applying the principles, policies and practices referred to in Section 3.2(a), and not by independent review, only those amounts still in dispute. Purchaser The Buyer and the Seller agree to execute, if requested by the Accountants, a reasonable engagement letter. The fees and expenses of the Accountants shall be allocated between Purchaser the Buyer and the Seller so that the Seller’s share of such fees and expenses to be paid by Seller shall be equal to the product of (x) the aggregate amount of such fees and expenses, and (y) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by the Seller (as determined by the Accountant) and the denominator of which is the total amount in dispute submitted to arbitration, and the remaining portion . The balance of such fees and expenses shall be paid by Purchaserthe Buyer. The term “Final Net Working Capital Statement,” as used in this Agreement, shall mean the definitive Net Working Capital Statement accepted by Seller or the Seller, agreed to by the Seller and Purchaser the Buyer in accordance with Section 2.4(e3.2(b) or the definitive Net Working Capital Statement resulting from the determinations made by the Accountants in accordance with this Section 2.4(f) (in addition to those items theretofore accepted by Seller or agreed to by Seller and Purchaser3.2(c).

Resolution of Protest. If Purchaser the Buyer and Seller the Sellers are unable to resolve any disagreement as to any amount included in or omitted from the Net Working Capital Statement within fifteen thirty (1530) days following Purchaserthe Buyer’s receipt of the Protest Notice, then within forty-five (45) days following the Buyer’s receipt of the Protest Notice, the amounts in dispute will be promptly referred to a “big-four” accounting firm mutually agreeable to Purchaser and Seller the Los Angeles, California office of Pricewaterhouse Coopers LLP (the “Accountants”) for final arbitration within forty-five (45) days after submitting the matter is submitted to the Accountants, which arbitration shall be final and binding on both Purchaser the Buyer and Sellerthe Sellers. The Accountants shall act as an arbitrator to determine, based solely on presentations by Purchaser the Buyer and Sellerthe Sellers, and not by independent review, only those amounts still in dispute. Purchaser The Buyer and Seller the Sellers agree to execute, if requested by the Accountants, a reasonable engagement letter. The fees and expenses of the Accountants shall be allocated between Purchaser the Buyer and Seller the Sellers so that the Sellers’ share of such fees and expenses to be paid by Seller shall be equal to the product of (x) the aggregate amount of such fees and expenses, and (y) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Seller the Sellers (as determined by the Accountant) and the denominator of which is the total amount in dispute submitted to arbitration, and the remaining portion . The balance of such fees and expenses shall be paid by Purchaserthe Buyer. The term “Final Net Working Capital Statement,” as used in this Agreement, shall mean the definitive Net Working Capital Statement accepted by Seller or the Sellers, agreed to by Seller the Sellers and Purchaser the Buyer in accordance with Section 2.4(e2.5(c) or the definitive Net Working Capital Statement resulting from the determinations made by the Accountants in accordance with this Section 2.4(f) (in addition to those items theretofore accepted by Seller or agreed to by Seller and Purchaser2.5(d).