Common use of Accounting Disputes Clause in Contracts

Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the Sellers have any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income or Revenue for any purpose hereunder, then Buyer or the Sellers, as the case may be, will notify the other, in writing, of each disputed amount (collectively, the "Disputed Amounts"), specifying the grounds for such dispute, within 15 Business Days after delivery of the Closing Financial Statements, the Performance Period Financial Statements or other notice containing such determination, as the case may be. If Buyer and the Sellers cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably acceptable to Buyer and the Sellers (the "Independent Accounting Firm"). If Buyer and the Sellers do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Buyer and the Sellers will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Buyer and the Sellers. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm will be allocated evenly between Buyer and the Sellers, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more than 10% of the Actual Net Working Capital, Adjusted Income or Revenue claimed by the party raising the Disputed Amounts, then the other party shall pay all expenses related to the engagement of the Independent Accounting Firm.

Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the Sellers DCG Shareholders or Parent have any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income or Revenue for EBITDA reported on any purpose hereunderAnnual Financial Statement, then Buyer the DCG Shareholders or the SellersParent, as the case may beapplicable, will notify the other, in writing, of each disputed amount (collectively, the "“Disputed Amounts"”), specifying the grounds for such dispute, within 15 Business Days after delivery of the Closing such Annual Financial Statements, the Performance Period Financial Statements or other notice containing such determination, as the case may be. If Buyer Parent and the Sellers DCG Shareholders cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably acceptable to Buyer Parent and the Sellers DCG Shareholders (the "“Independent Accounting Firm"”). If Buyer Parent and the Sellers DCG Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Buyer Parent and the Sellers DCG Shareholders will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Buyer Parent and the SellersDCG Shareholders. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm will be allocated evenly between Buyer Parent and the SellersDCG Shareholders, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more or less than 10% of the Actual Net Working Capital, Adjusted Income EBITDA or Revenue cash deposited into the Parent Account claimed by the party raising the Disputed Amounts, then the other party shall pay all expenses related to the engagement of the Independent Accounting Firm.

Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the Sellers PDI Shareholders or Parent have any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income EBITDA or Revenue for cash deposited into the Parent Account reported on any purpose hereunderPerformance Period Financial Statement, then Buyer the PDI Shareholders or the SellersParent, as the case may beapplicable, will notify the other, in writing, of each disputed amount (collectively, the "Disputed Amounts"), specifying the grounds for such dispute, within 15 Business Days after delivery of the Closing Financial Statements, the such Performance Period Financial Statements or other notice containing such determination, as the case may beStatement. If Buyer Parent and the Sellers PDI Shareholders cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably acceptable to Buyer Parent and the Sellers PDI Shareholders (the "Independent Accounting Firm"). If Buyer Parent and the Sellers PDI Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Buyer Parent and the Sellers PDI Shareholders will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Buyer Parent and the SellersPDI Shareholders. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm will be allocated evenly between Buyer Parent and the SellersPDI Shareholders, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more or less than 10% of the Actual Net Working Capital, Adjusted Income EBITDA or Revenue cash deposited into the Parent Account claimed by the party raising the Disputed Amounts, then the other party shall pay all expenses related to the engagement of the Independent Accounting Firm.

Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the Sellers BBT Shareholders have any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income or Revenue for EBITDA reported on any purpose hereunderPerformance Period Financial Statement, then Buyer the BBT Shareholders or the SellersParent, as the case may beapplicable, will notify the other, in writing, of each disputed amount (collectively, the "Disputed AmountsDISPUTED AMOUNTS"), specifying the grounds for such dispute, within 15 Business Days after delivery of the Closing Financial Statements, the such Performance Period Financial Statements or other notice containing such determination, as the case may beStatement. If Buyer Parent and the Sellers BBT Shareholders cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably acceptable to Buyer Parent and the Sellers BBT Shareholders (the "Independent Accounting FirmINDEPENDENT ACCOUNTING FIRM"). If Buyer Parent and the Sellers BBT Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Buyer Parent and the Sellers BBT Shareholders will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Buyer Parent and the SellersBBT Shareholders. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement The fees and disbursements of the Independent Accounting Firm will shall be allocated evenly between Buyer Parent and the Sellers, provided, however, BBT Shareholders in the same proportion that if the determination aggregate amount of such remaining Disputed Amounts so submitted to the Independent Accounting Firm results in a restatement of more than 10% of the Actual Net Working Capital, Adjusted Income or Revenue claimed that is unsuccessfully disputed by the party raising the Disputed Amounts, then the other party shall pay all expenses related to the engagement of each (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining Disputed Amounts so submitted.

Accounting Disputes. Notwithstanding anything to (a) In the contrary in this Agreement, if event the Sellers have any parties dispute relating to the determination of Actual Net Working Capital the Adjustment Calculation pursuant to Section 2.7 above or the amount of Adjusted Income or Revenue for any purpose hereunder, then Buyer or the SellersEarn-out Calculation pursuant to Section 2.8 above, as the case may be, will notify the otherparties shall jointly submit their dispute to a national accounting firm mutually selected by them and with respect to which no party hereto has had any relationship in the past three years (the “Arbitrating Accountant”) for final determination, whose determination shall be made within forty-five (45) days of the date the dispute is submitted to the Arbitrating Accountant; provided, however, that the determination of the Arbitrating Accountant shall be limited exclusively to either determination of (i) the Adjustment Calculation, or (ii) the applicable Earn-out Calculation and related accounting matters, as applicable, and shall not in writing, any manner address the interpretation or legal effect of each any other provision of this Agreement. The Arbitrating Accountant shall be permitted to conduct its own independent investigation of the disputed amount (collectively, items as well as hear presentations of the "Disputed Amounts"), specifying disputed items from Purchaser and Sellers’ Representative. In the grounds for event of any such dispute, within 15 Business Days after delivery that portion of the Closing Financial Statements, the Performance Period Financial Statements Adjustment Calculation or other notice containing such determinationEarn Out Payment, as the case may be, that is not in dispute shall be paid to the Seller at the time and manner provided for herein. If Buyer The fees and expenses of the Arbitrating Accountant will be shared by the Purchaser and the Sellers cannot resolve any such dispute within 10 Business Days after delivery Seller in proportion to the relative amounts of such notice, then such dispute will the disputed amount determined to be resolved by an independent accounting firm reasonably acceptable to Buyer for the account of the Purchaser and the Sellers (the "Independent Accounting Firm"). If Buyer and the Sellers do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the noticeSeller, Buyer and the Sellers will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Buyer and the Sellersrespectively. The Arbitrating Accountant’s determination of as to the Independent Accounting Firm (i) will be made Adjustment Calculation or any Earn-out Calculation, as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will the case may be, shall be final and binding on the partiesParties and shall be enforceable in a court of law. (b) For purposes of complying with this Section 2.9, absent manifest error, which error may only be corrected by the Purchaser and the Seller will promptly furnish to each other and to the Arbitrating Accountant such Independent Accounting Firm. Any expenses work papers and other documents and information relating to the engagement of disputed items as the Independent Accounting Firm Arbitrating Accountant may request and are available to that party and will be allocated evenly between Buyer and afforded the Sellers, provided, however, that if opportunity to present to the determination of the Independent Accounting Firm results in a restatement of more than 10% of the Actual Net Working Capital, Adjusted Income or Revenue claimed by the party raising the Disputed Amounts, then the other party shall pay all expenses Arbitrating Accountant any material related to the engagement disputed items and to discuss the items with the Arbitrating Accountant. The Purchaser may require that the Arbitrating Accountant enter into a customary form of confidentiality agreement with respect to the Independent Accounting Firmwork papers and other documents and information relating to the Purchaser’s business provided to the Arbitrating Accountant pursuant to this Section 2.9.

Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the Sellers BCG Shareholders or Parent have any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income or Revenue for EBITDA reported on any purpose hereunderPerformance Period Financial Statement, then Buyer the BCG Shareholders or the SellersParent, as the case may beapplicable, will notify the other, in writing, of each disputed amount (collectively, the "“Disputed Amounts"”), specifying the grounds for such dispute, within 15 Business Days after delivery of the Closing Financial Statements, the such Performance Period Financial Statements or other notice containing such determination, as the case may beStatement. If Buyer Parent and the Sellers BCG Shareholders cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably acceptable to Buyer Parent and the Sellers BCG Shareholders (the "“Independent Accounting Firm"”). If Buyer Parent and the Sellers BCG Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Buyer Parent and the Sellers BCG Shareholders will each select an accounting firm independent accounting firmof Parent, Merger Sub and the BCG Shareholders, and the Independent Accounting Firm will be selected by the firms chosen by Buyer Parent and the SellersBCG Shareholders. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm will be allocated evenly between Buyer Parent and the SellersBCG Shareholders, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more or less than 10% of the Actual Net Working Capital, Adjusted Income or Revenue EBITDA claimed by the party raising the Disputed Amounts, then the other party shall pay all expenses related to the engagement of the Independent Accounting Firm.

Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the Sellers DCG Shareholders or Parent have any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income or Revenue for EBITDA reported on any purpose hereunderAnnual Financial Statement, then Buyer the DCG Shareholders or the SellersParent, as the case may beapplicable, will notify the other, in writing, of each disputed amount (collectively, the "Disputed Amounts"), specifying the grounds for such dispute, within 15 Business Days after delivery of the Closing such Annual Financial Statements, the Performance Period Financial Statements or other notice containing such determination, as the case may be. If Buyer Parent and the Sellers DCG Shareholders cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably acceptable to Buyer Parent and the Sellers DCG Shareholders (the "Independent Accounting Firm"). If Buyer Parent and the Sellers DCG Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Buyer Parent and the Sellers DCG Shareholders will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Buyer Parent and the SellersDCG Shareholders. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm will be allocated evenly between Buyer Parent and the SellersDCG Shareholders, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more or less than 10% of the Actual Net Working Capital, Adjusted Income EBITDA or Revenue cash deposited into the Parent Account claimed by the party raising the Disputed Amounts, then the other party shall pay all expenses related to the engagement of the Independent Accounting Firm.

Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the Sellers have Seller has any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income EBITDA or Revenue for revenue reported on the Closing Financial Statements or, as to EBITDA or revenue, on any purpose hereunderPerformance Period Financial Statement, then Buyer or the Sellers, as the case may be, Seller will notify the otherBuyer, in writing, of each disputed amount (collectively, the "“Disputed Amounts"”), specifying the grounds for such dispute, within 15 Business Days after delivery of the such Closing Financial Statements, the Statements or Performance Period Financial Statements or other notice containing such determinationStatement, as the case may be. If the Buyer and the Sellers Seller cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably acceptable to the Buyer and the Sellers Seller (the "“Independent Accounting Firm"”). If the Buyer and the Sellers Seller do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, the Buyer and the Sellers Seller will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by the Buyer and the SellersSeller. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm will be allocated evenly between the Buyer and the SellersSeller, provided, however, that if the determination of the Independent Accounting Firm is that an understatement of EBITDA, revenue or Net Working Capital to the detriment of the Seller has occurred that results in a restatement of more than 10% of the Actual EBITDA or 5 % of revenue or Net Working Capital, Adjusted Income or Revenue claimed by the party raising the Disputed Amounts, then the other party Buyer shall pay all expenses related to the engagement of the Independent Accounting Firm. Upon reasonable notice from Seller, Buyer will make available to Seller and its representatives all books, records, personnel, including auditors work papers, used in connection with the preparation of and calculations and accounting methods used in connection with the Performance Period Financial Statements.

Accounting Disputes. Notwithstanding anything If Whitehorse, on behalf of the Whitehorse Sellers, Siltstone II, on behalf of the Siltstone Sellers and Buyer are unable to resolve the matters addressed in the Dispute Notice within thirty (30) days after the delivery of the Dispute Notice, then either Party may initiate the arbitration process set forth in this Section 3.7 by sending a written notice to the contrary in this Agreementother Party (the “Arbitration Notice”). Each of Buyer, if on the Sellers have any dispute relating to one hand, and Whitehorse (on behalf of the determination Whitehorse Sellers) and Siltstone II (on behalf of Actual Net Working Capital or the amount of Adjusted Income or Revenue for any purpose hereunder, then Buyer or the Siltstone Sellers, as the case may be, will notify the other, in writing, of each disputed amount (collectively, the "Disputed Amounts"), specifying jointly, on the grounds for such disputeother hand, shall within 15 ten (10) Business Days after the delivery of the Closing Financial StatementsArbitration Notice, summarize its position with regard to such dispute and submit such summaries to the Houston, Texas office of Opportune LLP, or such other Person as the Parties may mutually select (the “Accounting Arbitrator”), together with the Dispute Notice, the Performance Period Financial Statements or Arbitration Notice, the Final Settlement Statement and any other notice containing documentation such determination, as the case Party may bedesire to submit. If Buyer and the Sellers cannot resolve any such dispute within 10 Within 20 Business Days after delivery of such noticereceiving Buyer’s and Sellers’ respective submissions, then such dispute will be resolved by an independent accounting firm reasonably acceptable the Accounting Arbitrator shall render a decision choosing either Whitehorse and Siltstone II’s joint position or Buyer’s position with respect to Buyer and each matter addressed in any Dispute Notice, based on the Sellers (materials submitted to the "Independent Accounting Firm")Arbitrator as described above. If Buyer and the Sellers do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Buyer and the Sellers will each select an independent accounting firm, and the Independent Accounting Firm will be selected Any decision rendered by the firms chosen by Buyer and the Sellers. The determination of the Independent Accounting Firm (i) will Arbitrator pursuant hereto shall be made as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will be final final, conclusive and binding on Sellers and Buyer and will be enforceable against the partiesParties in any court of competent jurisdiction. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific dispute submitted by either Party and may not award damages, absent manifest errorinterest or penalties to either Party with respect to any matter, which error may only except as otherwise provided in the following sentence. The costs of the Accounting Arbitrator and the reasonable legal costs and other expenses incurred by the Parties in connection with the arbitration shall be corrected by borne pro rata between Buyer, on the one hand, and Sellers, on the other hand, with each Party being responsible for such Independent Accounting Firm. Any costs and expenses relating to the engagement of extent the Independent Accounting Firm will be allocated evenly between Buyer and the Sellers, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more than 10% of the Actual Net Working Capital, Adjusted Income or Revenue claimed Arbitrator has not selected such Party’s position on an aggregate dollar basis with respect to all amounts submitted for resolution by the party raising the Disputed Amounts, then the other party shall pay all expenses related to the engagement of the Independent Accounting FirmArbitrator.

Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the Sellers BBT Shareholders have any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income or Revenue for EBITDA reported on any purpose hereunderPerformance Period Financial Statement, then Buyer the BBT Shareholders or the SellersParent, as the case may beapplicable, will notify the other, in writing, of each disputed amount (collectively, the "Disputed Amounts"“DISPUTED AMOUNTS”), specifying the grounds for such dispute, within 15 Business Days after delivery of the Closing Financial Statements, the such Performance Period Financial Statements or other notice containing such determination, as the case may beStatement. If Buyer Parent and the Sellers BBT Shareholders cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably acceptable to Buyer Parent and the Sellers BBT Shareholders (the "Independent Accounting Firm"“INDEPENDENT ACCOUNTING FIRM”). If Buyer Parent and the Sellers BBT Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Buyer Parent and the Sellers BBT Shareholders will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Buyer Parent and the SellersBBT Shareholders. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement The fees and disbursements of the Independent Accounting Firm will shall be allocated evenly between Buyer Parent and the Sellers, provided, however, BBT Shareholders in the same proportion that if the determination aggregate amount of such remaining Disputed Amounts so submitted to the Independent Accounting Firm results in a restatement of more than 10% of the Actual Net Working Capital, Adjusted Income or Revenue claimed that is unsuccessfully disputed by the party raising the Disputed Amounts, then the other party shall pay all expenses related to the engagement of each (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining Disputed Amounts so submitted.

Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the Sellers PDI Shareholders or Parent have any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income EBITDA or Revenue for cash deposited into the Parent Account reported on any purpose hereunderPerformance Period Financial Statement, then Buyer the PDI Shareholders or the SellersParent, as the case may beapplicable, will notify the other, in writing, of each disputed amount (collectively, the "“Disputed Amounts"”), specifying the grounds for such dispute, within 15 Business Days after delivery of the Closing Financial Statements, the such Performance Period Financial Statements or other notice containing such determination, as the case may beStatement. If Buyer Parent and the Sellers PDI Shareholders cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably acceptable to Buyer Parent and the Sellers PDI Shareholders (the "“Independent Accounting Firm"”). If Buyer Parent and the Sellers PDI Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Buyer Parent and the Sellers PDI Shareholders will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Buyer Parent and the SellersPDI Shareholders. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm will be allocated evenly between Buyer Parent and the SellersPDI Shareholders, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more or less than 10% of the Actual Net Working Capital, Adjusted Income EBITDA or Revenue cash deposited into the Parent Account claimed by the party raising the Disputed Amounts, then the other party shall pay all expenses related to the engagement of the Independent Accounting Firm.

Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the Sellers BCG Shareholders or Parent have any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income or Revenue for EBITDA reported on any purpose hereunderPerformance Period Financial Statement, then Buyer the BCG Shareholders or the SellersParent, as the case may beapplicable, will notify the other, in writing, of each disputed amount (collectively, the "Disputed Amounts"), specifying the grounds for such dispute, within 15 Business Days after delivery of the Closing Financial Statements, the such Performance Period Financial Statements or other notice containing such determination, as the case may beStatement. If Buyer Parent and the Sellers BCG Shareholders cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably acceptable to Buyer Parent and the Sellers BCG Shareholders (the "Independent Accounting Firm"). If Buyer Parent and the Sellers BCG Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Buyer Parent and the Sellers BCG Shareholders will each select an accounting firm independent accounting firmof Parent, Merger Sub and the BCG Shareholders, and the Independent Accounting Firm will be selected by the firms chosen by Buyer Parent and the SellersBCG Shareholders. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm will be allocated evenly between Buyer Parent and the SellersBCG Shareholders, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more or less than 10% of the Actual Net Working Capital, Adjusted Income or Revenue EBITDA claimed by the party raising the Disputed Amounts, then the other party shall pay all expenses related to the engagement of the Independent Accounting Firm.

Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the Sellers have Equity Holders' Representative has any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income or Revenue for any purpose hereunder, then Buyer or the Sellers, as the case may be, Equity Holders' Representative will notify the otherMerger Sub, in writing, of each disputed amount (collectively, the "“Disputed Amounts"”), specifying the grounds for such dispute, within 15 Business Days after delivery of the Closing Financial Statements, the Performance Period Financial Statements or other notice containing such determination, as the case may be. If Buyer Merger Sub and the Sellers Equity Holders' Representative cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably mutually acceptable to Buyer Merger Sub and the Sellers Equity Holders' Representative (the "“Independent Accounting Firm"”). If Buyer Merger Sub and the Sellers Equity Holders' Representative do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Buyer Merger Sub and the Sellers Equity Holders' Representative will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Buyer Merger Sub and the SellersEquity Holders' Representative. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; , (ii) will be prepared in accordance with GAAP and this Agreement; , and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm will be allocated evenly between Buyer Merger Sub and the SellersEquity Holders, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more than 10% of the Actual Net Working Capital, Adjusted Income or Revenue claimed by the party raising the Disputed AmountsEquity Holders' Representative, then the other party Merger Sub shall pay all expenses related to the engagement of the Independent Accounting Firm; provided further, however, that if the determination of the Independent Accounting Firm results in a restatement of less than 10% of the Actual Net Working Capital, Adjusted Income or Revenue claimed by Merger Sub, then the Equity Holders shall pay all expenses related to the engagement of the Independent Accounting Firm.

Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the Sellers have Seller has any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income or Revenue for any purpose hereunder, then Buyer or the Sellers, as the case may be, Seller will notify the otherBuyer, in writing, of each disputed amount (collectively, the "“Disputed Amounts"”), specifying the grounds for such dispute, within 15 Business Days after delivery of the Closing Financial Statements, the Performance Period Financial Statements or other notice containing such determination, as the case may be. If Buyer and the Sellers Seller cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably mutually acceptable to Buyer and the Sellers Seller (the "“Independent Accounting Firm"”). If Buyer and the Sellers Seller do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Buyer and the Sellers Seller will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Buyer and the SellersSeller. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; , (ii) will be prepared in accordance with GAAP and this Agreement; , and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm will be allocated evenly between Buyer and the SellersSeller, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more than 10% of the Actual Net Working Capital, Adjusted Income or Revenue claimed by the party raising the Disputed AmountsSeller, then the other party Buyer shall pay all expenses related to the engagement of the Independent Accounting Firm; provided further, however, that if the determination of the Independent Accounting Firm results in a restatement of less than 10% of the Actual Net Working Capital, Adjusted Income or Revenue claimed by Buyer, then the Seller shall pay all expenses related to the engagement of the Independent Accounting Firm.

Accounting Disputes. Notwithstanding anything If Seller delivers to Buyer, within thirty (30) calendar days following receipt of the contrary Earnout Statement, written notice disagreeing with the calculation of gross revenues realized for purposes of the Earnout Statement (with any failure of Seller to deliver such written notice within the foregoing 30-calendar day period being deemed to be conclusive acceptance of such calculations), Buyer and Seller shall attempt to resolve such dispute and if they have not done so within thirty (30) calendar days after Seller provides notice of such dispute then the parties agree that they shall jointly refer such dispute to a nationally recognized accounting firm or such other accounting firm mutually agreed by Buyer and Seller (the “Accountant”). Such written notice of disagreement shall set forth in reasonable detail the basis of Seller’s disagreement with the calculations in the Earnout Statement and Seller’s own calculation of revenues for purposes of the Earnout Statement. The Accountant shall, acting as a certified public accountant and not as an arbitrator, issue a report setting forth its determination of the disputed item(s) of the Earnout Statement, within sixty (60) calendar days after such dispute is referred to it, and such determination shall be final and binding upon the parties. Buyer and Seller shall provide the Accountant with all financial information concerning the Seller Products and the relevant contracts that is reasonably requested by the Accountant for purposes of making the determination required by this Section 2.5(e). This provision for dispute resolution shall, notwithstanding any other provision set forth in this Agreement, if the Sellers have any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income or Revenue for any purpose hereunder, then Buyer or the Sellers, as the case may be, will notify the other, in writing, of each disputed amount (collectively, the "Disputed Amounts"), specifying the grounds for such dispute, within 15 Business Days after delivery of the Closing Financial Statements, the Performance Period Financial Statements or other notice containing such determination, as the case may be. If Buyer and the Sellers cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably acceptable to Buyer and the Sellers (the "Independent Accounting Firm"). If Buyer and the Sellers do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Buyer and the Sellers will each select an independent accounting firm, and the Independent Accounting Firm will be selected specifically enforceable by the firms chosen by Buyer and the Sellers. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any and all expenses relating to the engagement of, and the calculation of the Independent Accounting Firm will Earnout Statement by, the Accountants shall be allocated evenly between borne equally by Buyer and Seller (i.e., fifty percent (50%) by Buyer and fifty percent (50%) by Seller). The portion of such expenses payable by Seller may be deducted from any Earnout due to Seller. In the Sellersevent of a dispute pursuant to this section 2.5(e), providedthe Earnout shall be paid within five (5) business days after the earlier of (i) the joint written agreement of Buyer and Seller as to the proper calculation of revenues for purposes of any Earnout, however, that if or (ii) the determination issuance of the Independent Accounting Firm results in a restatement of more than 10% of the Actual Net Working Capital, Adjusted Income or Revenue claimed by the party raising the Disputed Amounts, then the other party shall pay all expenses related Accountant’s report pursuant to the engagement of the Independent Accounting Firmthis Section 2.5(e).

Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the Sellers have Seller has any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income EBITDA or Revenue for revenue reported on the Closing Financial Statements or, as to EBITDA or revenue, on any purpose hereunderPerformance Period Financial Statement, then Buyer or the Sellers, as the case may be, Seller will notify the otherBuyer, in writing, of each disputed amount (collectively, the "Disputed Amounts"), specifying the grounds for such dispute, within 15 Business Days after delivery of the such Closing Financial Statements, the Statements or Performance Period Financial Statements or other notice containing such determinationStatement, as the case may be. If the Buyer and the Sellers Seller cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably acceptable to the Buyer and the Sellers Seller (the "Independent Accounting Firm"). If the Buyer and the Sellers Seller do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, the Buyer and the Sellers Seller will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by the Buyer and the SellersSeller. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm will be allocated evenly between the Buyer and the SellersSeller, provided, however, that if the determination of the Independent Accounting Firm is that an understatement of EBITDA, revenue or Net Working Capital to the detriment of the Seller has occurred that results in a restatement of more than 10% of the Actual EBITDA or 5 % of revenue or Net Working Capital, Adjusted Income or Revenue claimed by the party raising the Disputed Amounts, then the other party Buyer shall pay all expenses related to the engagement of the Independent Accounting Firm. Upon reasonable notice from Seller, Buyer will make available to Seller and its representatives all books, records, personnel, including auditors work papers, used in connection with the preparation of and calculations and accounting methods used in connection with the Performance Period Financial Statements.