Common use of Accounting Referee Clause in Contracts

Accounting Referee. If during such period set forth in Section 3.1(c), Raven and the Stockholder Representative are unable to reach a final resolution, Raven and the Stockholder Representative will jointly retain an accounting firm of recognized national standing (the "Accounting Referee") to resolve any remaining disagreements. If Raven and the Stockholder Representative are unable to agree on the choice of the Accounting Referee, then the Accounting Referee will be chosen by lot by Raven and the Stockholder Representative from between KPMG llp, Xxxxx Xxxxxxxx llp and BDO Xxxxxxx llp in each case using a partner of the New York, NY or Washington, DC office of such firms. Raven and the Stockholder Representative will direct the Accounting Referee to render a determination and to send notice of such determination to Raven and the Stockholder Representative pursuant to the provisions of Section 10.1 within sixty (60) days of its retention and Raven, the Stockholder Representative, and their respective agents will cooperate with the Accounting Referee during its engagement. The Accounting Referee will consider only those line items and amounts in the Adjustment Schedule set forth in the Objection Notice that Raven and the Stockholder Representative are unable to resolve. Raven and the Stockholder Representative shall each submit a binder to the Accounting Referee promptly (and in any event within twenty (20) days after the Accounting Referee's engagement), which binder shall contain such Party's computation of those line items or amounts contained in the Adjustment Schedule about which the parties could not resolve any differences and such Party's calculation of Net Working Capital. The Accounting Referee shall review such binders and base its determination solely on them; provided that if a Party fails to submit such a binder, the Accounting Referee shall proceed to determine the Net Working Capital without such binder. In resolving all disputed line items and amounts, the Accounting Referee's determination of Net Working Capital may not exceed the amount of Net Working Capital set forth on the Objection Notice and may not be less than the amount of Net Working Capital set forth on the Adjustment Schedule. The Accounting Referee's determination will be based on the definition of Net Working Capital set forth in this Agreement. The determination of the Accounting Referee of the Net Working Capital will be conclusive and binding upon the parties and such amounts as determined by the Accounting Referee will be the Final Net Working Capital for all purposes pursuant to this Agreement.

Accounting Referee. If during such period set forth in Section 3.1(c), Raven Seller and the Stockholder Representative Purchaser are unable to reach a final resolutionresolution of all disputes regarding the Closing Date Working Capital within 45 days after the delivery by Purchaser of a notice of disagreement to Seller, Raven Seller and the Stockholder Representative Purchaser will jointly retain an accounting firm of recognized national standing (the "Accounting Referee") to resolve any remaining disagreements. If Raven Seller and the Stockholder Representative Purchaser are unable to agree on the choice of the Accounting Referee, then the Accounting Referee will be chosen by lot by Raven Seller and the Stockholder Representative Purchaser from between KPMG llpPricewaterhouseCoopers LLP and Ernst & Young LLP, Xxxxx Xxxxxxxx llp and BDO Xxxxxxx llp in each case using a partner of the New York, NY New York or WashingtonAtlanta, DC Georgia office of such firms. Raven Seller and the Stockholder Representative Purchaser will direct the Accounting Referee to render a determination and to send notice of such determination to Raven Seller and the Stockholder Representative Purchaser pursuant to the provisions of Section 10.1 3.3(b) within sixty (60) 60 days of its retention and Raven, the Stockholder RepresentativeSeller and Purchaser, and their respective agents agents, will cooperate with the Accounting Referee during its engagement. The Accounting Referee will consider only those line items and amounts in the Adjustment Schedule set forth Preliminary Working Capital that are objected to by the Purchaser in the Objection Notice Purchaser's objection notice (referred to in Section 3.3(b)) that Raven Seller and the Stockholder Representative Purchaser are unable to resolve. Raven Seller and the Stockholder Representative Purchaser shall each submit a binder to the Accounting Referee promptly (and in any event within twenty (20) 20 days after the Accounting Referee's engagement), which binder shall contain such Party's computation of those line items or amounts contained in the Adjustment Schedule Preliminary Working Capital about which the parties could not resolve any differences and such Party's calculation of Net Closing Date Working Capital. The Accounting Referee shall review such binders and base its determination solely on them; provided provided, that if a Party fails to submit such a binder, the Accounting Referee shall proceed to determine the Net Closing Date Working Capital without such binder. In resolving all disputed line items and amounts, the Accounting Referee's determination of Net Closing Date Working Capital may not exceed the amount of Net Purchaser's Working Capital set forth on the Objection Notice objection notice and may not be less than the amount of Net Preliminary Working Capital set forth on the Adjustment ScheduleCapital. The Accounting Referee's determination will be based on the definition of Net Closing Date Working Capital set forth in this Agreement. The determination of the Accounting Referee of the Net Closing Date Working Capital will be conclusive and binding upon the parties and such amounts as determined by the Accounting Referee will be the Final Net Working Capital for all purposes pursuant to this Agreement.

Accounting Referee. If during such period set forth in Section 3.1(c), Raven Serologicals and the Stockholder Shareholder Representative are unable to reach a final resolution, Raven Serologicals and the Stockholder Shareholder Representative will jointly retain an accounting firm the Palo Alto office of recognized national standing Ernst & Young (the "Accounting Referee") to resolve any remaining disagreements. If Raven the Accounting Referee is unable or unwilling to accept such engagement, Serologicals and the Stockholder Shareholder Representative shall appoint another nationally recognized accounting firm to serve as the Accounting Referee. If Serologicals and the Shareholder Representative are unable to agree on the choice of the Accounting Referee, then the Accounting Referee will be chosen by lot by Raven and the Stockholder Representative from between among PricewaterhouseCoopers, LLP, KPMG llpLLP, Xxxxx Xxxxxxxx llp LLP and BDO Xxxxxxx llp in each case using a partner of the New YorkXxxxxxx, NY or Washington, DC office of such firmsLLP. Raven Serologicals and the Stockholder Shareholder Representative will direct the Accounting Referee to render a determination and to send notice of such determination to Raven Serologicals and the Stockholder Shareholder Representative pursuant to the provisions of Section 10.1 within sixty (60) 60 days of its retention and RavenSerologicals, the Stockholder Shareholder Representative, and their respective agents will cooperate with the Accounting Referee during its engagement. The Accounting Referee will consider only those line items and amounts in the Adjustment Closing Schedule set forth in the Objection Notice that Raven Serologicals and the Stockholder Shareholder Representative are unable to resolve. Raven Serologicals and the Stockholder Shareholder Representative shall each submit a binder to the Accounting Referee promptly (and in any event within twenty (20) 20 days after the Accounting Referee's engagement), which binder shall contain such Party's computation of those line items or amounts contained in the Adjustment Closing Schedule about which the parties could not resolve any differences and such Party's calculation of Net Working CapitalCapital or Net Fixed and Other Assets. The Accounting Referee shall review such binders and base its determination solely on them; provided that if a Party fails to submit such a binder, the Accounting Referee shall proceed to determine the Net Working Capital without such binder. In resolving all disputed line items and amounts, the Accounting Referee's determination of Net Working Capital or Net Fixed and Other Assets (as the case may be) may not exceed the amount of Net Working Capital or Net Fixed and Other Assets (as the case may be) set forth on the Objection Notice and may not be less than the amount of Net Working Capital or Net Fixed and Other Assets (as the case may be) set forth on the Adjustment Closing Schedule. The Accounting Referee's determination will be based on the definition of Net Working Capital and Net Fixed and Other Assets set forth in this Agreement. The determination of the Accounting Referee of the Net Working Capital and Net Fixed and Other Assets will be conclusive and binding upon the parties and such amounts as determined by the Accounting Referee will be the Final Net Working Capital and Final Net Fixed and Other Assets for all purposes pursuant to this Agreement.

Accounting Referee. If during such the Vendors shall have delivered the Closing Statement Objection Notice within the 10-day period set forth referred to in Section 3.1(c)2.4(3) above, Raven then the Vendors’ Representative and the Stockholder Purchaser shall, during the thirty (30) day period following such delivery, use their good faith efforts to reach agreement on the disputed items or amounts. If the Purchaser and the Vendors’ Representative are unable to reach agreement during such period, they shall promptly thereafter cause a final resolution, Raven mutually acceptable independent public accounting firm (the “Accounting Referee”) to review this Agreement and the Stockholder Representative will jointly retain an accounting firm disputed items or amounts for the purpose of recognized national standing (calculating the "Accounting Referee") to resolve any remaining disagreementsClosing Working Capital. If Raven and the Stockholder Representative are unable to agree on the choice of the Accounting Referee, then The Parties shall provide the Accounting Referee will be chosen by lot by Raven and with such information reasonably related to the Stockholder Representative from between KPMG llp, Xxxxx Xxxxxxxx llp and BDO Xxxxxxx llp in each case using a partner determination of the New York, NY or Washington, DC office of such firms. Raven and the Stockholder Representative will direct Closing Working Capital as is necessary to allow the Accounting Referee to render make a determination and to send notice of determination. In making such determination to Raven and the Stockholder Representative pursuant to the provisions of Section 10.1 within sixty (60) days of its retention and Ravencalculation, the Stockholder Representative, and their respective agents will cooperate with the Accounting Referee during its engagement. The Accounting Referee will shall consider only those line items and or amounts in the Adjustment Schedule set forth Closing Statement as to which the Vendors’ Representative have objected and which are specifically stated in reasonable detail in the Closing Statement Objection Notice that Raven and the Stockholder Representative are unable to resolve. Raven and the Stockholder Representative shall each submit a binder to the Accounting Referee promptly (and in any event within twenty (20) days after the Accounting Referee's engagement), which binder shall contain such Party's computation of those line items or amounts contained in the Adjustment Schedule about which the parties could not resolve any differences and such Party's calculation of Net Working CapitalNotice. The Accounting Referee shall review such binders deliver to the Purchaser and base its determination solely on them; provided that if a Party fails to submit such a binderthe Vendors’ Representative, as promptly as practicable (but in any case no later than thirty (30) days from the Accounting Referee shall proceed to determine the Net Working Capital without such binder. In resolving all disputed line items and amounts, date of engagement of the Accounting Referee's determination of Net Working Capital may not exceed the amount of Net Working Capital set ), a written report setting forth on the Objection Notice and may not be less than the amount of Net Working Capital set forth on the Adjustment Schedule. The Accounting Referee's determination will be based on the definition of Net Working Capital set forth in this Agreement. The determination its calculation of the Accounting Referee of the Net Working Capital will items or amounts in dispute. Such report shall be conclusive final and binding upon the parties Parties, absent manifest error or wilful misconduct. The cost of such review and such amounts as determined report shall be borne (x) by the Accounting Referee will be Purchaser, if the Final Net Closing Working Capital for all purposes pursuant as reviewed is greater than the Closing Working Capital set out in the Closing Statement, and (y) by the Vendors in their Pro Rata Share, if the Closing Working Capital as reviewed is equal to this Agreementor less than the Closing Working Capital set out in the Closing Statement.

Accounting Referee. If during such period set forth in Section 3.1(c3.2(a), Raven Purchaser and the Stockholder Representative Trustee are unable to reach a final resolution, Raven Purchaser and the Stockholder Representative Trustee will jointly retain an accounting firm the Chicago, Illinois office of recognized national standing Xxxxx Xxxxxxxx LLP (the "“Accounting Referee"”) to resolve any remaining disagreements. If Raven the Accounting Referee is unable or unwilling to accept such engagement, Purchaser and the Stockholder Representative Trustee shall appoint another nationally recognized accounting firm to serve as the Accounting Referee. If Purchaser and the Trustee are unable to agree on the choice of the Accounting Referee, then the Accounting Referee will be chosen by lot by Raven from between PriceWaterhouseCoopers, LLP and KPMG. Purchaser and the Stockholder Representative from between KPMG llp, Xxxxx Xxxxxxxx llp and BDO Xxxxxxx llp in each case using a partner of the New York, NY or Washington, DC office of such firms. Raven and the Stockholder Representative Trustee will direct the Accounting Referee to render a determination and to send notice of such determination to Raven Purchaser and the Stockholder Representative Trustee pursuant to the provisions of Section 10.1 11.1 within sixty (60) days of its retention and RavenPurchaser, the Stockholder RepresentativeTrustee, and their respective agents will cooperate with the Accounting Referee during its engagement. The Accounting Referee will consider only those line items and amounts in the Adjustment Schedule Closing Statement set forth in the Objection Notice that Raven Purchaser and the Stockholder Representative Trustee are unable to resolve. Raven Purchaser and the Stockholder Representative Trustee shall each submit a binder to the Accounting Referee promptly (and in any event within twenty (20) days after the Accounting Referee's ’s engagement), which binder shall contain such Party's party’s computation of those line items or amounts contained in the Adjustment Closing Schedule about which the parties could not resolve any differences and such Party's party’s calculation of Net Working Capital. The Accounting Referee shall review such binders and base its determination solely on them; provided that if a Party fails to submit such a binder, the Accounting Referee shall proceed to determine the Net Working Capital without such binder. In resolving all disputed line items and amounts, the Accounting Referee's ’s determination of Net Working Capital may not exceed the amount of Net Working Capital set forth on the Objection Notice and may not be less than the amount of Net Working Capital set forth on the Adjustment Closing Schedule. The Accounting Referee's ’s determination will be based on the definition of Net Working Capital set forth in this Agreement. The determination of the Accounting Referee of the Net Working Capital will be conclusive and binding upon the parties and such amounts as determined by the Accounting Referee will be the Final Net Working Capital for all purposes pursuant to this Agreement.