Adjustment Statement Dispute Resolution. If Stockholders’ Representative timely notifies Parent in accordance with Section 2.9.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Parent and Stockholders’ Representative are unable to resolve such dispute through good faith negotiations (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (15) days after Stockholders’ Representative’s delivery of such written notice of objection, then the parties shall mutually engage and submit such objection to, and same shall be finally resolved in accordance with the provisions of this Agreement by a nationally recognized, independent, public accounting firm mutually agreed upon by Stockholders’ Representative and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company (the “Independent Accountants”). Parent and Stockholders’ Representative shall have the opportunity to present their positions with respect to such objected matters to the Independent Accountants in accordance with the requirements of this Section 2.9. The Independent Accountants shall determine and report in writing to Parent and Stockholders’ Representative as to the resolution of all objected matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require. Absent fraud or manifest error, such determinations by the Independent Accountants shall be final, binding and conclusive as to Parent, the Company Stockholders, Stockholders’ Representative and their respective Affiliates upon which a judgment may be rendered by a court having proper jurisdiction over the party against which such determination is to be enforced. With respect to each objected item, the Independent Accountants shall adopt a position that is either equal to Xxxxxx’s final proposed position or equal to Stockholders’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on the written submissions of the parties (a copy o...
Adjustment Statement Dispute Resolution. If Sellers’ Representative timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Sellers’ Representative are unable to resolve such dispute through good faith negotiations within thirty (30) days after Sellers’ Representative’s delivery of such notice of objection, then the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by the Cleveland, Ohio office of Xxxxx & Company (the “Independent Accountants”). The Independent Accountants shall determine and report in writing to Buyer and Sellers’ Representative as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Sellers, Sellers’ Representative and their respective Affiliates, absent manifest error. For purposes of complying with the terms set forth in this Section 2.4.3, each party shall cooperate with and make available to the other parties, their respective representatives, and the Independent Accountants, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement and the resolution of any disputes thereunder. With respect to each disputed item, the Independent Accountants shall adopt a position that is either equal to Buyer’s proposed position, equal to Sellers’ Representative’s proposed position, or between the positions proposed by Buyer and Sellers’ Representative. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Buyer, on the one hand, or Sellers, on the other hand) that assigned amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.
Adjustment Statement Dispute Resolution. If the Shareholders’ Representative timely notifies the Purchaser of an objection by the Shareholders’ Representative to the Preliminary Adjustment Statement in accordance with Section 2.5.2, and if the Shareholders’ Representative and the Purchaser are unable to resolve such dispute through good faith negotiations within fifteen (15) days after the Shareholders’ Representative’s delivery of such notice of objection, then the Shareholders’ Representative and the Purchaser shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by the Chicago office of BDO Xxxxxxx or, if such firm declines the representation, a nationally recognized accounting firm mutually agreed on by the Shareholders’ Representative and the Purchaser (the accounting firm ultimately chosen, the “Accounting Referee”). The Accounting Referee shall determine and report in writing to the Shareholders’ Representative and the Purchaser as to the resolution of all disputed matters and the effect of such determinations on the Preliminary Adjustment Statement within thirty (30) days after such submission or such longer period as the Accounting Referee may reasonably require, and such determinations shall be final, binding and conclusive on the Parties and upon which a judgment may be entered by a court of competent jurisdiction. The fees and disbursements of the Accounting Referee shall be borne fifty percent (50%) by the Shareholders and fifty percent (50%) by Buyer.
Adjustment Statement Dispute Resolution. If the Company timely notifies Buyer in accordance with Section 2.8.2 of an objection by the Company to any information contained in the Preliminary Adjustment Statement, and if Buyer and the Company are unable to resolve such dispute through good faith negotiations within fifteen (15) days after the Company’s delivery of such notice of objection, then, within the following fifteen (15) day period, the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, KPMG (the “Independent Accountants”). The Independent Accountants shall determine and report in writing to Buyer and the Company as to the resolution of only the disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer and the Company. The Independent Accountants shall only review and decide the specific items under dispute by the parties, and shall adopt a position that is either equal to Buyer’s proposed position or equal to the Company’s proposed position. The fees and expenses of the Independent Accountants incurred in resolving the disputed matter will be equitably apportioned by the Independent Accountants based on the extent to which Buyer, on the one hand, and Sellers, on the other hand, is determined by the Independent Accountants to be the prevailing party in the resolution of each such disputed matter. The fees and disbursements of the auditors, investment bankers and other representatives of each party incurred in connection with its respective preparation or review of the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment shall be borne by such party.
Adjustment Statement Dispute Resolution. If Stockholders’ Representative timely delivers an Objection Notice to Parent in accordance with Section 2.12.2, and if Parent and Stockholders’ Representative are unable to resolve such dispute through good faith negotiations within thirty (30) days after Stockholders’ Representative’s delivery of such Objection Notice, then the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by KPMG, or such other accounting firm of national reputation as shall be mutually acceptable to the Parent and the Stockholders’ Representative (the “Independent Accountants”). Parent and Stockholders’ Representative shall each submit within twenty (20) days of the engagement of the Independent Accountants their respective calculations of the unresolved disputed items in the Objection Notice together with work papers, calculations and other materials that such party has determined supports such party’s calculation (the “Determination Materials”). The Independent Accountants shall resolve only those disputed items in the Objection Notice that have not been resolved by Parent and the Stockholders’ Representative pursuant to the first sentence of this Section 2.12.3. The Independent Accountants shall base their determination of the disputed amounts solely on the Determination
Adjustment Statement Dispute Resolution. If Seller timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller are unable to resolve such disputed items through good faith negotiations within thirty (30) days after Seller’s delivery of such written notice of objection, then, the parties shall mutually engage and submit only such disputed items to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, the Pittsburgh, Pennsylvania office of Deloitte LLP (the “Independent Accountants”). Buyer and Seller shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Seller as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Seller and their respective Affiliates. In resolving any disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Article 2 and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.
Adjustment Statement Dispute Resolution. If Seller timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller are unable to resolve such disputed items through good faith negotiations within thirty (30) days after Seller’s delivery of such written notice of objection, then, the parties shall mutually engage and submit only such disputed items to, and the same shall be finally resolved in accordance with the provisions of this Agreement by the Cleveland, Ohio office of Deloitte LLP or, in the event that it is unable or unwilling serve, such other independent accounting firm agreed upon by Buyer and Seller (the “Independent Accountants”). Buyer and Seller shall have the same opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Seller as to the resolution of each disputed matter submitted to the Independent Accountants by conducting an item by item review of each such disputed matter and the effect of all such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Seller and their respective Affiliates. In resolving each disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Article
Adjustment Statement Dispute Resolution. If Seller timely notifies Purchaser of an objection by Seller to the Preliminary Adjustment Statement in accordance with Section 2.7(b), Purchaser and Seller shall negotiate in good faith in an effort to resolve any dispute. If the Parties are unable to resolve such dispute through good faith negotiations within fifteen (15) days after Seller’s delivery of such notice of objection, Seller and Purchaser shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, the Designed Accounting Firm(s) selected in the manner described in Section 2.6(b)(iv). The Accounting Referee shall determine and report in writing to Seller and Purchaser as to the resolution of all disputed matters and the effect of such determinations on the Preliminary Adjustment Statement within thirty (30) days after such submission or such longer period as the Accounting Referee may reasonably require, and such determinations shall be final, binding and conclusive on the Parties and upon which a judgment may be entered by a court of competent jurisdiction. The fees and disbursements of the Accounting Referee shall be borne by the Party (i.e., Seller, on the one hand, Purchaser, on the other hand) that assigned amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Accounting Referee.
Adjustment Statement Dispute Resolution. EAST\168212916.9 shall be based solely on written materials, presentations and arguments submitted and/or made by Purchaser and the Sellers’ Representative (i.e., not based on an independent review). The fees and disbursements of the Accounting Referee shall be borne by the Party (i.e., the Sellers, on the one hand, or the Purchaser, on the other hand) that assigned amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Accounting Referee (however, such fees and disbursements shall be shared equally in the event that the Parties’ assigned amounts were, on a net basis, both no more than 10% from the amount finally determined by the Accounting Referee).
Adjustment Statement Dispute Resolution. If Stockholders’ Representative timely notifies Parent in accordance with paragraph (e) above of an objection by Stockholders’ Representative to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Parent and Stockholders’ Representative are unable to resolve such dispute through good faith negotiations within fifteen (15) days after Stockholders’ Representative’s delivery of such notice of objection, then the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, the Seattle, Washington office of the Independent Accountants. The Independent Accountants shall determine and report in writing to Parent and Stockholders’ Representative as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Parent, Stockholders’ Representative, Stockholders and their respective Affiliates. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Parent, on the one hand, and Stockholders’ Representative (on behalf of the Securities Holders), on the other hand) that assigned amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent
