Common use of Accounting Firm Review Clause in Contracts

Accounting Firm Review. If the Purchaser and the Sellers are not able to agree on the Net Working Capital Statement within thirty (30) business days from and after the receipt by the Purchaser of any timely objections raised by the Sellers (the “Discussion Period”), the Purchaser and the Sellers, collectively, shall each have the right to require that such disputed determinations be submitted to a certified public accounting firm as the Sellers, collectively, and the Purchaser may then mutually agree upon in writing, for computation or verification in accordance with the provisions of this Agreement, provided the Purchaser or Sellers shall pay, as applicable, on the Adjustment Payment Date, their respective share of the net of the undisputed portion(s) of the Working Capital Adjustment contemplated by this Section 1.5. If the Sellers and the Purchaser cannot mutually agree on the identity of the accounting firm within ten (10) business days after the expiration of the Discussion Period, then the Sellers, on the one hand, and the Purchaser, on the other hand, shall each pick a certified public accounting firm within three (3) business days after the expiration of the ten (10) business day period, and such two (2) firms shall select the identity of the third accounting firm within seven (7) business days after the expiration of such three (3) business day period, which third accounting firm shall be an independent accounting firm which does not currently provide, and has not provided within the last two years, services to any of Sellers, Partnership or Purchaser. All materials for the third accounting firm to make a decision shall be provided by the parties to this Agreement within five (5) business days after notice of a decision to use such accounting firm shall have been given. The accounting firm shall deliver its decision to the parties to this Agreement within thirty (30) business days after receipt of the materials.

Accounting Firm Review. If If, after the Purchaser receives a timely objection from the Company Representative in accordance with Section 3.4(b)(iv) above, the Purchaser and the Sellers Company Representative are not able to agree on the Net Working Capital Statement within thirty (30) business days from and after the receipt by the Purchaser of any timely objections raised by the Sellers Company Representative (the “Discussion Period”), the Purchaser and the Sellers, collectively, Company shall each have the right to require that such disputed determinations be submitted to a certified public accounting firm as the Sellers, collectively, Company Representative and the Purchaser may then mutually agree upon in writing, for computation or verification in accordance with the provisions of this Agreement, provided the Purchaser or Sellers Company shall pay, as applicable, on the Adjustment Payment Date, their respective share of the net of the undisputed portion(s) of the Working Capital Adjustment contemplated by this Section 1.53.4(b). If the Sellers Company Representative and the Purchaser cannot mutually agree on the identity of the accounting firm within ten (10) business days after the expiration of the Discussion Period, then the Sellers, on the one hand, Company Representative and the Purchaser, on the other hand, Purchaser shall each pick a certified public accounting firm within three (3) business days after the expiration of the ten (10) business day period, and such two (2) firms shall select the identity of the third accounting firm within seven (7) business days after the expiration of such three (3) business day period, which third accounting firm shall be an independent accounting firm which does not currently provide, and has not provided within the last two (2) years, services to any of Sellers, Partnership the Sellers or Purchaser. All materials for the third accounting firm to make a decision shall be provided by the parties Parties to this Agreement within five (5) business days after notice of a decision to use such accounting firm shall have been given. The accounting firm shall deliver its decision to the parties Parties to this Agreement within thirty (30) business days after receipt of the materials.

Accounting Firm Review. If If, after the Purchaser receives a timely objection from the Company Representative in accordance with Section 3.4(b)(iv) above, the Purchaser and the Sellers Company Representative are not able to agree on the Net Working Capital Statement within thirty (30) business days from and after the receipt by the Purchaser of any timely objections raised by the Sellers Company Representative (the “Discussion Period”), the Purchaser and the Sellers, collectively, Company shall each have the right to require that such disputed determinations be submitted to a certified public accounting firm as the Sellers, collectively, Company Representative and the Purchaser may then mutually agree upon in writing, for computation or verification in accordance with the provisions of this Agreement, provided the Purchaser or Sellers Company shall pay, as applicable, on the Adjustment Payment Date, their respective share of the net of the undisputed portion(s) of the Working Capital Adjustment contemplated by this Section 1.53.4(b) . If the Sellers Company Representative and the Purchaser cannot mutually agree on the identity of the accounting firm within ten (10) business days after the expiration of the Discussion Period, then the Sellers, on the one hand, Company Representative and the Purchaser, on the other hand, Purchaser shall each pick a certified public accounting firm within three (3) business days after the expiration of the ten (10) business day period, and such two (2) firms shall select the identity of the third accounting firm within seven (7) business days after the expiration of such three (3) business day period, which third accounting firm shall be an independent accounting firm which does not currently provide, and has not provided within the last two (2) years, services to any of Sellers, Partnership the Sellers or Purchaser. All materials for the third accounting firm to make a decision shall be provided by the parties Parties to this Agreement within five (5) business days after notice of a decision to use such accounting firm shall have been given. The accounting firm shall deliver its decision to the parties Parties to this Agreement within thirty (30) business days after receipt of the materials.