Common use of Adjustment Disputes Clause in Contracts

Adjustment Disputes. If Seller receives timely written objection from Buyer in accordance with §2.2.3(b), Buyer and Seller shall use reasonable efforts to reach agreement on any disputed items or amounts. If Buyer and Seller are unable to reach such agreement within twenty (20) days after Buyer’s delivery of a written objection, they shall promptly thereafter cause a nationally recognized firm of independent certified public accountants (other than KPMG, LLP, Gxxxx Xxxxxxxx LLP, PricewaterhouseCoopers, or any other independent certified public accountants having a current or contemplated business relationship to any of the Parties or their respective Affiliates) chosen by and mutually acceptable to Buyer and Seller (the “Accounting Referee”) to review the disputed items or amounts for the purpose of calculating the Closing Purchase Price in accordance with the terms of Section 2.2. The Accounting Referee shall be authorized only to review and settle the disputed items identified by Buyer and shall not review, de novo, any items not disputed by Buyer. The Accounting Referee shall deliver to Buyer and Seller, as promptly as practicable, but in no event later than thirty (30) days after retention of the Accounting Referee, a report setting forth the Accounting Referee’s calculation of the Closing Purchase Price. Such report shall be final and binding upon the Parties and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. The cost of such review and report shall be borne by the Party whose calculation of the Purchase Price as of the Closing Date was mathematically farthest from the Accounting Referee’s calculation of the Closing Purchase Price.

Adjustment Disputes. The Seller shall have thirty (30) days following receipt of the Closing Statement to review the Buyer’s proposed calculation of the Closing Net Acquired Inventory and make any objections in writing to Buyer. If no objection is received from the Seller receives timely written objection from Buyer in accordance with §2.2.3(b)within such thirty (30) day time period, the Seller shall be deemed to have accepted Buyer’s calculation of the Closing Net Acquired Inventory, and such calculations shall be deemed final. Buyer and the Seller shall use reasonable efforts to reach agreement on any disputed items or amounts. If Buyer and the Seller are unable to reach such agreement within twenty (20) days after Buyerof the Seller’s delivery of a written objection, they shall promptly thereafter cause a nationally recognized firm of independent certified public accountants (other than KPMG, LLP, Gxxxx Xxxxxxxx LLP, PricewaterhouseCoopers, or any other independent certified public accountants having a no current or contemplated business relationship to any of the Parties or their respective Affiliates) chosen by and mutually acceptable to Buyer and the Seller (the “Accounting Referee”) to review this Agreement and the disputed items or amounts for the purpose of calculating the final Closing Purchase Price in accordance with the terms of Section 2.2Net Acquired Inventory. The Accounting Referee shall be authorized only to review and settle the disputed items identified by Buyer the Seller and shall not review, de novo, any items not disputed by Buyerthe Seller. The Accounting Referee shall deliver to Buyer and the Seller, as promptly as practicable, but in no event later than thirty (30) days after retention of the Accounting Referee, a report setting forth the Accounting Referee’s calculation of the final Closing Purchase PriceNet Acquired Inventory. Such report shall be final and binding upon the Parties and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. The cost of such review and report shall be borne by the Party whose calculation of the Purchase Price as of the Closing Date Net Acquired Inventory was mathematically farthest from the Accounting Referee’s calculation of the Closing Purchase PriceNet Acquired Inventory.

Adjustment Disputes. (a) If Seller receives timely delivers written objection from Buyer notice to Purchaser under Section 3.7(c) of rejection of the Post-Closing Inventory Amount Determination as set forth in accordance the Inventory Adjustment Notice, Seller and Purchaser will promptly (and in any event within ten (10) Business Days after the date of delivery of Seller's notice of rejection to Purchaser) cause their respective representatives to confer with §2.2.3(b), Buyer and Seller shall use reasonable efforts each other with a view to reach agreement on resolving any disputed items or amountssuch matter. If Buyer and Seller such Parties' representatives are unable to reach resolve any such agreement matter within twenty (20) days after Buyer’s delivery of a written objection, they shall promptly thereafter cause a nationally recognized firm of independent certified public accountants (other than KPMG, LLP, Gxxxx Xxxxxxxx LLP, PricewaterhouseCoopers, or any other independent certified public accountants having a current or contemplated business relationship to any of the Parties or their respective Affiliates) chosen by and mutually acceptable to Buyer and Seller (the “Accounting Referee”) to review the disputed items or amounts for the purpose of calculating the Closing Purchase Price in accordance with the terms of Section 2.2. The Accounting Referee shall be authorized only to review and settle the disputed items identified by Buyer and shall not review, de novo, any items not disputed by Buyer. The Accounting Referee shall deliver to Buyer and Seller, as promptly as practicable, but in no event later than thirty (30) days after retention the date of delivery of Seller's notice of rejection to Purchaser, Seller and Purchaser will refer the dispute to Independent Accountants for review and final determination of the Accounting Referee, Post-Closing Inventory Amount Determination. The Independent Accountants shall be instructed to deliver to Purchaser and Seller a report setting forth the Accounting Referee’s calculation written determination of the Post-Closing Purchase PriceInventory Amount Determination within ten (10) Business Days from the d ate of referral thereof to the Independent Accountants. Such report shall The Independent Accountants may request of Seller or Purchaser such documents and information as may be necessary or appropriate for proper determination of any such matter, and such Parties will cooperate to promptly satisfy any such request. Except in the case of fraud or manifest error ,the determination by the Independent Accountants of the Post-Closing Inventory Amount Determination will be final and binding upon on the Parties Parties. Seller and shall constitute an arbitral award upon which a judgment may be entered Purchaser will equally share the fees and disbursements of the Independent Accountants in any court having jurisdiction thereof. The cost of undertaking such review and report shall be borne by the Party whose calculation of the Purchase Price as of the Closing Date was mathematically farthest from the Accounting Referee’s calculation of the Closing Purchase Pricedetermination.