Common use of Accounting Referee Clause in Contracts

Accounting Referee. If during such period set forth in Section 3.2(a), Purchaser and the Trustee are unable to reach a final resolution, Purchaser and the Trustee will jointly retain the Chicago, Illinois office of Xxxxx Xxxxxxxx LLP (the “Accounting Referee”) to resolve any remaining disagreements. If the Accounting Referee is unable or unwilling to accept such engagement, Purchaser and the 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 from between PriceWaterhouseCoopers, LLP and KPMG. Purchaser and the Trustee will direct the Accounting Referee to render a determination and send notice of such determination to Purchaser and the Trustee pursuant to the provisions of Section 11.1 within sixty (60) days of its retention and Purchaser, the Trustee, 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 Statement set forth in the Objection Notice that Purchaser and the Trustee are unable to resolve. Purchaser and the Trustee 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 Closing 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. 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 Closing 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 3.2(a), Seller and Purchaser and the Trustee 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, Seller and Purchaser and the Trustee will jointly retain the Chicago, Illinois office an accounting firm of Xxxxx Xxxxxxxx LLP recognized national standing (the “"Accounting Referee”") to resolve any remaining disagreements. If the Accounting Referee is unable or unwilling to accept such engagement, Seller and Purchaser and the 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 Seller and Purchaser from between PriceWaterhouseCoopers, PricewaterhouseCoopers LLP and KPMGErnst & Young LLP, in each case using a partner of the New York, New York or Atlanta, Georgia office of such firms. Seller and Purchaser and the Trustee will direct the Accounting Referee to render a determination and to send notice of such determination to Seller and Purchaser and the Trustee pursuant to the provisions of Section 11.1 3.3(b) within sixty (60) 60 days of its retention and Seller and Purchaser, the Trustee, 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 Statement 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 Seller and Purchaser and the Trustee are unable to resolve. Seller and Purchaser and the Trustee shall each submit a binder to the Accounting Referee promptly (and in any event within twenty (20) 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 Preliminary Working Capital about which the parties could not resolve any differences and such party’s Party's calculation of Net Closing Date 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 Closing Date Working Capital without such binder. In resolving all disputed line items and amounts, the Accounting Referee’s '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 Closing ScheduleCapital. The Accounting Referee’s '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 3.2(a3.1(c), Purchaser Raven and the Trustee Stockholder Representative are unable to reach a final resolution, Purchaser Raven and the Trustee Stockholder Representative will jointly retain the Chicago, Illinois office an accounting firm of Xxxxx Xxxxxxxx LLP recognized national standing (the “"Accounting Referee”") to resolve any remaining disagreements. If the Accounting Referee is unable or unwilling to accept such engagement, Purchaser Raven and the Trustee shall appoint another nationally recognized accounting firm to serve as the Accounting Referee. If Purchaser and the Trustee 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 PriceWaterhouseCoopersKPMG llp, LLP Xxxxx Xxxxxxxx llp and KPMGBDO Xxxxxxx llp in each case using a partner of the New York, NY or Washington, DC office of such firms. Purchaser Raven and the Trustee Stockholder Representative will direct the Accounting Referee to render a determination and to send notice of such determination to Purchaser Raven and the Trustee Stockholder Representative pursuant to the provisions of Section 11.1 10.1 within sixty (60) days of its retention and PurchaserRaven, the TrusteeStockholder 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 Statement Adjustment Schedule set forth in the Objection Notice that Purchaser Raven and the Trustee Stockholder Representative are unable to resolve. Purchaser Raven and the Trustee 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 's engagement), which binder shall contain such party’s 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 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 Closing Adjustment 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.

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 3.2(a)2.4(3) above, then the Vendors’ Representative and the 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 Trustee Vendors’ Representative are unable to reach agreement during such period, they shall promptly thereafter cause a final resolution, Purchaser and the Trustee will jointly retain the Chicago, Illinois office of Xxxxx Xxxxxxxx LLP mutually acceptable independent public accounting firm (the “Accounting Referee”) to resolve any remaining disagreementsreview this Agreement and the disputed items or amounts for the purpose of calculating the Closing Working Capital. If The Parties shall provide the Accounting Referee is unable or unwilling with such information reasonably related to accept such engagement, Purchaser and the 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 determination of the Accounting Referee, then the Accounting Referee will be chosen by lot from between PriceWaterhouseCoopers, LLP and KPMG. Purchaser and the Trustee 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 Purchaser and the Trustee pursuant to the provisions of Section 11.1 within sixty (60) days of its retention and Purchasercalculation, the Trustee, 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 Statement set forth as to which the Vendors’ Representative have objected and which are specifically stated in the Objection Notice that Purchaser and the Trustee are unable to resolve. Purchaser and the Trustee 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 reasonable detail in the Closing Schedule about which the parties could not resolve any differences and such party’s calculation of Net Working CapitalStatement 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 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 Closing 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 3.2(a3.1(c), Purchaser Serologicals and the Trustee Shareholder Representative are unable to reach a final resolution, Purchaser Serologicals and the Trustee Shareholder Representative will jointly retain the Chicago, Illinois Palo Alto office of Xxxxx Xxxxxxxx LLP Ernst & Young (the “"Accounting Referee”") to resolve any remaining disagreements. If the Accounting Referee is unable or unwilling to accept such engagement, Purchaser Serologicals and the Trustee Shareholder Representative shall appoint another nationally recognized accounting firm to serve as the Accounting Referee. If Purchaser Serologicals and the Trustee Shareholder Representative are unable to agree on the choice of the Accounting Referee, then the Accounting Referee will be chosen by lot from between PriceWaterhouseCoopersamong PricewaterhouseCoopers, LLP, KPMG LLP, Xxxxx Xxxxxxxx LLP and KPMGBDO Xxxxxxx, LLP. Purchaser Serologicals and the Trustee Shareholder Representative will direct the Accounting Referee to render a determination and send notice of such determination to Purchaser Serologicals and the Trustee Shareholder Representative pursuant to the provisions of Section 11.1 10.1 within sixty (60) 60 days of its retention and PurchaserSerologicals, the TrusteeShareholder 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 Statement Schedule set forth in the Objection Notice that Purchaser Serologicals and the Trustee Shareholder Representative are unable to resolve. Purchaser Serologicals and the Trustee 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 '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 CapitalCapital 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 '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.