Common use of The Adjustment Report Clause in Contracts

The Adjustment Report. The Accountant shall, as promptly as practicable and in no event later than 45 days following the date of its retention, deliver to the Representative and the Parent a report (the “Adjustment Report”), in which the Accountant shall, after considering all matters set forth in the Dispute Notice, determine in accordance with Section 2.8(a) what adjustments, if any, should be made to the Adjusted Working Capital and Pension Underfunding. The Adjustment Report shall set forth, in reasonable detail, the Accountant’s determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Adjusted Working Capital and Pension Underfunding together with supporting calculations. The determination of the Accountant will be final and binding on the parties hereto and judgment may be entered upon the determination of the Accountant in any court having jurisdiction over the party against which such determination is to be enforced. The fees, costs and expenses of the Accountant shall be borne by the Parent and the Company, jointly and severally, in the event that Adjusted Working Capital (or, in the event that Adjusted Working Capital is not a subject of the Dispute Notice, the Pension Underfunding), as set forth in the Adjustment Report, is closer to the amount proposed by the Representative to the Accountant than to the amount proposed by the Parent to the Accountant, and otherwise shall be paid by the Representative on behalf of the Holders, which may use the Escrow Funds in accordance with the terms of Section 7 of the Escrow Agreement.

The Adjustment Report. The Accountant shall, as promptly as practicable and in no event later than 45 days following the date of its retention, deliver to the Representative Seller and the Parent Buyer a report (the “Adjustment Report”), in which the Accountant shall, after considering all matters set forth in the Dispute Notice, determine in accordance with Section 2.8(a) 3.2 what adjustments, if any, should be made to the Adjusted Closing Working Capital and Pension UnderfundingCapital. The Adjustment Report shall set forth, in reasonable detail, the Accountant’s determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Adjusted Closing Working Capital and Pension Underfunding Statement, the Closing Working Capital and/or the Purchase Price, together with supporting calculations. The determination of the Accountant will be final and binding on the parties hereto and judgment may be entered upon the determination of the Accountant in any court having jurisdiction over the party against which such determination is to be enforced. The fees, costs and expenses of the Accountant (i) shall be borne by the Parent and the Company, jointly and severally, Seller in the event proportion that Adjusted Working Capital the aggregate dollar amount of all such disputed items so submitted that are unsuccessfully disputed by the Seller (or, as finally determined by the Accountant) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by the Buyer in the event proportion that Adjusted Working Capital is not a subject the aggregate dollar amount of such disputed items so submitted that are successfully disputed by the Dispute Notice, Seller (as finally determined by the Pension Underfunding), as set forth in the Adjustment Report, is closer Accountant) bears to the aggregate dollar amount proposed by of all such items so submitted. The Accountant shall make such determination and shall have the Representative discretion to award either party all of its fees, costs and expenses in connection with the dispute, including the Accountant’s fees, or any portion thereof, if the Accountant than to the amount proposed by the Parent to the Accountant, and otherwise shall be paid by the Representative on behalf of the Holders, which may use the Escrow Funds determines that a party’s position was not presented in accordance with the terms of Section 7 of the Escrow Agreementgood faith.

The Adjustment Report. The Accountant Accountants shall, as promptly as practicable and in no event later than 45 60 days following the date of its retention, deliver to the Sellers’ Representative and the Parent Buyer a report (the “Adjustment Report”), in which the Accountant Accountants shall, after considering all matters set forth in the Dispute Notice, determine in accordance with Section 2.8(a) 4.2 what adjustments, if any, should be made to the Adjusted Closing Working Capital and Pension UnderfundingCapital. The Adjustment Report shall set forth, in reasonable detail, the Accountant’s Accountants’ determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Adjusted Closing Working Capital and Pension Underfunding Statement, the Closing Working Capital and/or the Purchase Price, together with supporting calculations. The determination of the Accountant Accountants will be final and binding on the parties hereto and judgment may be entered upon the determination of the Accountant Accountants in any court having jurisdiction over the party against which such determination is to be enforced. The fees, costs and expenses of the Accountant Accountants (i) shall be borne by ICL in the proportion that the aggregate dollar amount of all such disputed items so submitted that are unsuccessfully disputed by the Sellers’ Representative on behalf of ICL (as finally determined by the Accountants) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by the Parent and the Company, jointly and severally, Buyer in the event proportion that Adjusted Working Capital (or, in the event aggregate dollar amount of such disputed items so submitted that Adjusted Working Capital is not a subject of the Dispute Notice, the Pension Underfunding), as set forth in the Adjustment Report, is closer to the amount proposed are successfully disputed by the Representative to the Accountant than to the amount proposed by the Parent to the Accountant, and otherwise shall be paid by the Sellers’ Representative on behalf of ICL (as finally determined by the HoldersAccountants) bears to the aggregate dollar amount of all such items so submitted. The Accountants shall make such determination and shall have the discretion to award either party all of its fees, which may use the Escrow Funds costs and expenses in accordance connection with the terms of Section 7 of dispute, including the Escrow AgreementAccountants’ fees, or any portion thereof, if the Accountants determine that a party’s position was not presented in good faith.