Common use of Accounting Referee Clause in Contracts

Accounting Referee. If during such period set forth in Section 3.1(c), Serologicals and the Shareholder Representative are unable to reach a final resolution, Serologicals and the Shareholder Representative will jointly retain the Palo Alto office of Ernst & Young (the "Accounting Referee") to resolve any remaining disagreements. If the Accounting Referee is unable or unwilling to accept such engagement, Serologicals and the 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 from among PricewaterhouseCoopers, LLP, KPMG LLP, Xxxxx Xxxxxxxx LLP and BDO Xxxxxxx, LLP. Serologicals and the Shareholder Representative will direct the Accounting Referee to render a determination and send notice of such determination to Serologicals and the Shareholder Representative pursuant to the provisions of Section 10.1 within 60 days of its retention and Serologicals, the 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 Closing Schedule set forth in the Objection Notice that Serologicals and the Shareholder Representative are unable to resolve. Serologicals and the Shareholder Representative shall each submit a binder to the Accounting Referee promptly (and in any event within 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 Closing Schedule about which the parties could not resolve any differences and such Party's calculation of Net Working Capital or Net Fixed and Other Assets. The Accounting Referee shall review such binders and base its determination solely on them. 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 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 period set forth in Section 3.1(c), Serologicals Raven and the Shareholder Stockholder Representative are unable to reach a final resolution, Serologicals Raven and the Shareholder Stockholder Representative will jointly retain the Palo Alto office an accounting firm of Ernst & Young recognized national standing (the "Accounting Referee") to resolve any remaining disagreements. If the Accounting Referee is unable or unwilling to accept such engagement, Serologicals Raven and the Shareholder Representative shall appoint another nationally recognized accounting firm to serve as the Accounting Referee. If Serologicals and the Shareholder 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 among PricewaterhouseCoopers, LLP, between KPMG LLPllp, Xxxxx Xxxxxxxx LLP llp and BDO XxxxxxxXxxxxxx llp in each case using a partner of the New York, LLPNY or Washington, DC office of such firms. Serologicals Raven and the Shareholder Stockholder Representative will direct the Accounting Referee to render a determination and to send notice of such determination to Serologicals Raven and the Shareholder Stockholder Representative pursuant to the provisions of Section 10.1 within 60 sixty (60) days of its retention and SerologicalsRaven, the Shareholder 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 Closing Adjustment Schedule set forth in the Objection Notice that Serologicals Raven and the Shareholder Stockholder Representative are unable to resolve. Serologicals Raven and the Shareholder Stockholder Representative shall each submit a binder to the Accounting Referee promptly (and in any event within 20 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 Closing Adjustment Schedule about which the parties could not resolve any differences and such Party's calculation of Net Working Capital or Net Fixed and Other AssetsCapital. 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 Closing Adjustment 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 period set forth in Section 3.1(c), Serologicals Seller and the Shareholder 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, Serologicals Seller and the Shareholder Representative Purchaser will jointly retain the Palo Alto office an accounting firm of Ernst & Young recognized national standing (the "Accounting Referee") to resolve any remaining disagreements. If the Accounting Referee is unable or unwilling to accept such engagement, Serologicals Seller and the Shareholder Representative shall appoint another nationally recognized accounting firm to serve as the Accounting Referee. If Serologicals and the Shareholder Representative Purchaser are unable to agree on the choice of the Accounting Referee, then the Accounting Referee will be chosen by lot by Seller and Purchaser from among PricewaterhouseCoopers, between PricewaterhouseCoopers LLP and Ernst & Young LLP, KPMG LLPin each case using a partner of the New York, Xxxxx Xxxxxxxx LLP New York or Atlanta, Georgia office of such firms. Seller and BDO Xxxxxxx, LLP. Serologicals and the Shareholder Representative Purchaser will direct the Accounting Referee to render a determination and to send notice of such determination to Serologicals Seller and the Shareholder Representative Purchaser pursuant to the provisions of Section 10.1 3.3(b) within 60 days of its retention and Serologicals, the Shareholder 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 Closing 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 Serologicals Seller and the Shareholder Representative Purchaser are unable to resolve. Serologicals Seller and the Shareholder Representative Purchaser shall each submit a binder to the Accounting Referee promptly (and in any event within 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 Closing Schedule Preliminary Working Capital about which the parties could not resolve any differences and such Party's calculation of Net Closing Date Working Capital or Net Fixed and Other AssetsCapital. 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 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 or Net Fixed and Other Assets (as the case may be) may not exceed the amount of Net Purchaser's Working Capital or Net Fixed and Other Assets (as the case may be) set forth on the Objection Notice objection notice and may not be less than the amount of Net Preliminary Working Capital or Net Fixed and Other Assets (as the case may be) set forth on the Closing ScheduleCapital. The Accounting Referee's determination will be based on the definition of Net Closing Date Working Capital and Net Fixed and Other Assets set forth in this Agreement. The determination of the Accounting Referee of the Net Closing Date 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 period set forth in Section 3.1(c3.2(a), Serologicals Purchaser and the Shareholder Representative Trustee are unable to reach a final resolution, Serologicals Purchaser and the Shareholder Representative Trustee will jointly retain the Palo Alto Chicago, Illinois office of Ernst & Young Xxxxx Xxxxxxxx LLP (the "“Accounting Referee"”) to resolve any remaining disagreements. If the Accounting Referee is unable or unwilling to accept such engagement, Serologicals Purchaser and the Shareholder Representative Trustee shall appoint another nationally recognized accounting firm to serve as the Accounting Referee. If Serologicals Purchaser and the Shareholder Representative Trustee are unable to agree on the choice of the Accounting Referee, then the Accounting Referee will be chosen by lot from among PricewaterhouseCoopersbetween PriceWaterhouseCoopers, LLP, KPMG LLP, Xxxxx Xxxxxxxx LLP and BDO Xxxxxxx, LLPKPMG. Serologicals Purchaser and the Shareholder Representative Trustee will direct the Accounting Referee to render a determination and send notice of such determination to Serologicals Purchaser and the Shareholder Representative Trustee pursuant to the provisions of Section 10.1 11.1 within 60 sixty (60) days of its retention and SerologicalsPurchaser, the Shareholder 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 Closing Schedule Statement set forth in the Objection Notice that Serologicals Purchaser and the Shareholder Representative Trustee are unable to resolve. Serologicals Purchaser and the Shareholder Representative Trustee shall each submit a binder to the Accounting Referee promptly (and in any event within 20 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 Closing Schedule about which the parties could not resolve any differences and such Party's party’s calculation of Net Working Capital or Net Fixed and Other AssetsCapital. The Accounting Referee shall review such binders and base its determination solely on them. In resolving all disputed line items and amounts, the Accounting Referee's ’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 Closing Schedule. The Accounting Referee's ’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, Serologicals then the Vendors’ Representative and the Shareholder Purchaser shall, during the thirty (30) day period following such delivery, Share Purchase Agreement 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, Serologicals mutually acceptable independent public accounting firm (the “Accounting Referee”) to review this Agreement and the Shareholder Representative will jointly retain disputed items or amounts for the Palo Alto office purpose of Ernst & Young (calculating the "Accounting Referee") to resolve any remaining disagreementsClosing Working Capital. If The Parties shall provide the Accounting Referee is unable or unwilling with such information reasonably related to accept such engagement, Serologicals and the 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 determination of the Accounting Referee, then the Accounting Referee will be chosen by lot from among PricewaterhouseCoopers, LLP, KPMG LLP, Xxxxx Xxxxxxxx LLP and BDO Xxxxxxx, LLP. Serologicals and the Shareholder Representative will direct Closing Working Capital as is necessary to allow the Accounting Referee to render make a determination and send notice of determination. In making such determination to Serologicals and the Shareholder Representative pursuant to the provisions of Section 10.1 within 60 days of its retention and Serologicalscalculation, the Shareholder 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 Closing Schedule set forth Statement as to which the Vendors’ Representative have objected and which are specifically stated in the Objection Notice that Serologicals and the Shareholder Representative are unable to resolve. Serologicals and the Shareholder Representative shall each submit a binder to the Accounting Referee promptly (and in any event within 20 days after the Accounting Referee's engagement), which binder shall contain such Party's computation of those line items or amounts contained reasonable detail in the Closing Schedule about which the parties could not resolve any differences and such Party's calculation of Net Working Capital or Net Fixed and Other AssetsStatement Objection Notice. The Accounting Referee shall review such binders deliver to the Purchaser and base its determination solely on them. In resolving all disputed line items and amountsthe Vendors’ Representative, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of 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 ), a written report setting 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 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 its calculation of the Accounting Referee of the Net Working Capital and Net Fixed and Other Assets 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 as reviewed is greater than the Closing Working Capital set out in the Closing Statement, and Final Net Fixed and Other Assets for all purposes pursuant (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.