Common use of Resolution of Protest Clause in Contracts

Resolution of Protest. If Buyer and the Stockholder are unable to resolve any disagreement with respect to the Closing Date Balance Sheet and/or the Closing Schedule within twenty (20) days following the Stockholder’s delivery of any Protest Notice, then either the Stockholder or Buyer may refer the items in dispute to BDO USA, LLP (the “Accountants”). Promptly, but not later than thirty (30) days after acceptance of its appointment, the Accountants will determine (based solely on presentations to the Accountants by the Stockholder and Buyer and not by independent review) and will render a report as to the disputes and the resulting Closing Date Balance Sheet and Closing Schedule, which report will be conclusive and binding upon the Parties. In resolving any disputed item, the Accountants may not assign a value to any particular item greater than the greatest value for such item claimed by either Buyer or the Stockholder or less than the lowest value for such item claimed by either Buyer or the Stockholder, in each case as presented to the Accountants. The fees and expenses of the Accountants shall be paid by the Escrow Agent out of the Escrow Account, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount not awarded to the Stockholder or Buyer bears to the amount actually contested by such Party.

Resolution of Protest. If the Buyer and the Stockholder Sellers are unable to resolve any disagreement with respect to the Closing Date Balance Sheet and/or the Closing Schedule within twenty (20) days following the StockholderSeller Representative’s delivery of any Protest Notice, then either the Stockholder Seller Representative or the Buyer may refer the items in dispute to BDO USA, G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Accountants”). Any undisputed amount due from the Sellers to the Buyer or the Buyer to the Sellers, as the case may be, shall be paid within five (5) business days after delivery of the Protest Notice as set forth in Section 1.4(c). Promptly, but not later than thirty (30) days after acceptance of its appointment, the Accountants will determine (based solely on presentations to the Accountants by the Stockholder Seller Representative and the Buyer and not by independent review) and will render a report as to the disputes and the resulting Closing Date Balance Sheet and Closing Schedule, which report will be conclusive and binding upon the Parties. In resolving any disputed item, the Accountants may not assign a value to any particular item greater than the greatest value for such item claimed by either Buyer or the Stockholder Party or less than the lowest value for such item claimed by either Buyer or the StockholderParty, in each case as presented to the Accountants. The fees and expenses of the Accountants shall be paid borne by the Escrow Agent out of the Escrow AccountSellers, on the one hand, and by the Buyer, on the other hand, based upon the percentage that the amount not awarded to the Stockholder Buyer or Buyer the Sellers bears to the amount actually contested by such Party.