Common use of Accounting Disputes Clause in Contracts

Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the PDI Shareholders or Parent have any dispute relating to the amount of EBITDA or cash deposited into the Parent Account reported on any Performance Period Financial Statement, then the PDI Shareholders or Parent, as applicable, 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 such Performance Period Financial Statement. If Parent and the 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 Parent and the PDI Shareholders (the "Independent Accounting Firm"). If Parent and the PDI Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Parent and the PDI Shareholders will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Parent and the PDI 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 Parent and the PDI Shareholders, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more or less than 10% of the EBITDA or 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 PDI Shareholders or Parent have Seller has any dispute relating to the determination of Actual Net Working Capital or the amount of EBITDA Adjusted Income or cash deposited into the Parent Account reported on Revenue for any Performance Period Financial Statementpurpose hereunder, then the PDI Shareholders or Parent, as applicable, 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 such the Closing Financial Statements, the Performance Period Financial StatementStatements or other notice containing such determination, as the case may be. If Parent Buyer and the PDI Shareholders 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 Parent Buyer and the PDI Shareholders Seller (the "“Independent Accounting Firm"”). If Parent Buyer and the PDI Shareholders Seller do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Parent Buyer and the PDI Shareholders Seller will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Parent Buyer and the PDI ShareholdersSeller. 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 Parent Buyer and the PDI ShareholdersSeller, 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 Seller, then the 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 EBITDA Actual Net Working Capital, Adjusted Income or cash deposited into the Parent Account Revenue claimed by the party raising the Disputed AmountsBuyer, then the other party Seller 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 PDI Shareholders or Parent have Equity Holders' Representative has any dispute relating to the determination of Actual Net Working Capital or the amount of EBITDA Adjusted Income or cash deposited into the Parent Account reported on Revenue for any Performance Period Financial Statementpurpose hereunder, then the PDI Shareholders or Parent, as applicable, 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 such the Closing Financial Statements, the Performance Period Financial StatementStatements or other notice containing such determination, as the case may be. If Parent Merger Sub and the PDI Shareholders 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 Parent Merger Sub and the PDI Shareholders Equity Holders' Representative (the "“Independent Accounting Firm"”). If Parent Merger Sub and the PDI Shareholders Equity Holders' Representative do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Parent Merger Sub and the PDI Shareholders Equity Holders' Representative will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Parent Merger Sub and the PDI ShareholdersEquity 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 Parent Merger Sub and the PDI ShareholdersEquity 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 Equity Holders' Representative, then the 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 EBITDA Actual Net Working Capital, Adjusted Income or cash deposited into the Parent Account Revenue claimed by the party raising the Disputed AmountsMerger Sub, then the other party 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 PDI BCG Shareholders or Parent have any dispute relating to the amount of EBITDA or cash deposited into the Parent Account reported on any Performance Period Financial Statement, then the PDI BCG Shareholders or Parent, as applicable, 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 such Performance Period Financial Statement. If Parent and the PDI 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 Parent and the PDI BCG Shareholders (the "Independent Accounting Firm"). If Parent and the PDI BCG Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Parent and the PDI 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 Parent and the PDI BCG 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 Parent and the PDI BCG Shareholders, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more or less than 10% of the EBITDA or 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 PDI Shareholders or Parent have Seller has any dispute relating to the determination of Actual Net Working Capital or the amount of EBITDA or cash deposited into revenue reported on the Parent Account reported Closing Financial Statements or, as to EBITDA or revenue, on any Performance Period Financial Statement, then the PDI Shareholders or Parent, as applicable, 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 such Closing Financial Statements or Performance Period Financial Statement, as the case may be. If Parent the Buyer and the PDI Shareholders 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 Parent the Buyer and the PDI Shareholders Seller (the "Independent Accounting Firm"). If Parent the Buyer and the PDI Shareholders Seller do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Parent the Buyer and the PDI Shareholders Seller will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Parent the Buyer and the PDI ShareholdersSeller. 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 Parent the Buyer and the PDI ShareholdersSeller, 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 or less than 10% of the EBITDA or cash deposited into the Parent Account claimed by the party raising the Disputed Amounts5 % of revenue or Net Working Capital, 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 to the contrary in this Agreement, if the PDI BCG Shareholders or Parent have any dispute relating to the amount of EBITDA or cash deposited into the Parent Account reported on any Performance Period Financial Statement, then the PDI BCG Shareholders or Parent, as applicable, 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 such Performance Period Financial Statement. If Parent and the PDI 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 Parent and the PDI BCG Shareholders (the "“Independent Accounting Firm"”). If Parent and the PDI BCG Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Parent and the PDI 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 Parent and the PDI BCG 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 Parent and the PDI BCG Shareholders, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more or less than 10% of the EBITDA or 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 PDI DCG Shareholders or Parent have any dispute relating to the amount of EBITDA or cash deposited into the Parent Account reported on any Performance Period Annual Financial Statement, then the PDI DCG Shareholders or Parent, as applicable, 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 such Performance Period Annual Financial StatementStatements. If Parent and the PDI 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 Parent and the PDI DCG Shareholders (the "“Independent Accounting Firm"”). If Parent and the PDI DCG Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Parent and the PDI DCG Shareholders will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Parent and the PDI DCG 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 Parent and the PDI DCG Shareholders, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more or less than 10% of the EBITDA or 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 PDI Shareholders or Parent have any dispute relating to the amount of EBITDA or cash deposited into the Parent Account reported on any Performance Period Financial Statement, then the PDI Shareholders or Parent, as applicable, 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 such Performance Period Financial Statement. If Parent and the 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 Parent and the PDI Shareholders (the "“Independent Accounting Firm"”). If Parent and the PDI Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Parent and the PDI Shareholders will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Parent and the PDI 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 Parent and the PDI Shareholders, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more or less than 10% of the EBITDA or 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 PDI Shareholders or Parent Sellers have any dispute relating to the determination of Actual Net Working Capital or the amount of EBITDA Adjusted Income or cash deposited into the Parent Account reported on Revenue for any Performance Period Financial Statementpurpose hereunder, then Buyer or the PDI Shareholders or ParentSellers, as applicablethe 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 such the Closing Financial Statements, the Performance Period Financial StatementStatements or other notice containing such determination, as the case may be. If Parent Buyer and the PDI Shareholders 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 Parent Buyer and the PDI Shareholders Sellers (the "Independent Accounting Firm"). If Parent Buyer and the PDI Shareholders Sellers do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Parent Buyer and the PDI Shareholders Sellers will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Parent Buyer and the PDI ShareholdersSellers. 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 Parent Buyer and the PDI ShareholdersSellers, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more or less than 10% of the EBITDA Actual Net Working Capital, Adjusted Income or cash deposited into the Parent Account 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 PDI BBT Shareholders or Parent have any dispute relating to the amount of EBITDA or cash deposited into the Parent Account reported on any Performance Period Financial Statement, then the PDI BBT Shareholders or Parent, as applicable, 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 such Performance Period Financial Statement. If Parent and the PDI 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 Parent and the PDI BBT Shareholders (the "Independent Accounting Firm"“INDEPENDENT ACCOUNTING FIRM”). If Parent and the PDI BBT Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Parent and the PDI BBT Shareholders will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Parent and the PDI BBT 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 Parent and the PDI Shareholders, 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 or less than 10% of the EBITDA or cash deposited into the Parent Account 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 PDI BBT Shareholders or Parent have any dispute relating to the amount of EBITDA or cash deposited into the Parent Account reported on any Performance Period Financial Statement, then the PDI BBT Shareholders or Parent, as applicable, 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 such Performance Period Financial Statement. If Parent and the PDI 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 Parent and the PDI BBT Shareholders (the "Independent Accounting FirmINDEPENDENT ACCOUNTING FIRM"). If Parent and the PDI BBT Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Parent and the PDI BBT Shareholders will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Parent and the PDI BBT 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 Parent and the PDI Shareholders, 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 or less than 10% of the EBITDA or cash deposited into the Parent Account 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 PDI DCG Shareholders or Parent have any dispute relating to the amount of EBITDA or cash deposited into the Parent Account reported on any Performance Period Annual Financial Statement, then the PDI DCG Shareholders or Parent, as applicable, 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 such Performance Period Annual Financial StatementStatements. If Parent and the PDI 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 Parent and the PDI DCG Shareholders (the "Independent Accounting Firm"). If Parent and the PDI DCG Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Parent and the PDI DCG Shareholders will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Parent and the PDI DCG 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 Parent and the PDI DCG Shareholders, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more or less than 10% of the EBITDA or 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 PDI Shareholders or Parent have Seller has any dispute relating to the determination of Actual Net Working Capital or the amount of EBITDA or cash deposited into revenue reported on the Parent Account reported Closing Financial Statements or, as to EBITDA or revenue, on any Performance Period Financial Statement, then the PDI Shareholders or Parent, as applicable, 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 such Closing Financial Statements or Performance Period Financial Statement, as the case may be. If Parent the Buyer and the PDI Shareholders 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 Parent the Buyer and the PDI Shareholders Seller (the "“Independent Accounting Firm"”). If Parent the Buyer and the PDI Shareholders Seller do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Parent the Buyer and the PDI Shareholders Seller will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Parent the Buyer and the PDI ShareholdersSeller. 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 Parent the Buyer and the PDI ShareholdersSeller, 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 or less than 10% of the EBITDA or cash deposited into the Parent Account claimed by the party raising the Disputed Amounts5 % of revenue or Net Working Capital, 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 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 PDI Shareholders or Parent have any dispute relating to the amount of EBITDA or cash deposited into the Parent Account reported on any Performance Period Financial Statement, then the PDI Shareholders or Parent, as applicable, 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 such Performance Period Financial Statement. If Parent and the 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 Parent and the PDI Shareholders (the "Independent Accounting Firm"). If Parent and the PDI Shareholders do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Parent and the PDI Shareholders will each select an independent accounting firm, and the Independent Accounting Firm will be selected specifically enforceable by the firms chosen by Parent and the PDI 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 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 Parent 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 PDI Shareholdersevent 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 or less than 10% of the EBITDA or cash deposited into the Parent Account 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).