Common use of Adjustment Statement Dispute Resolution Clause in Contracts

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 ShareholdersSellers’ Representative timely notifies the Purchaser Buyer in accordance with Section 2.6.2 of an objection by the ShareholdersSellers’ Representative to the Preliminary Adjustment Statement in accordance with Section 2.5.2Statement, and if the ShareholdersBuyer and Sellers’ Representative and the Purchaser are unable to resolve such dispute through good faith negotiations within fifteen (15) 30 days after the ShareholdersSellers’ Representative’s delivery of such notice of objection, then the Shareholders’ Representative and the Purchaser 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 Chicago office of BDO Xxxxxxx or, if PricewaterhouseCoopers or such firm declines the representation, a nationally recognized other accounting firm of national reputation as shall be mutually agreed on by the Shareholders’ Representative and the Purchaser acceptable (the accounting firm ultimately chosen, the “Accounting RefereeIndependent Accountants”). The Accounting Referee Independent Accountants shall determine and report in writing to the ShareholdersBuyer and Sellers’ 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) 20 days after such submission or such longer period as the Accounting Referee Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive conclusive; provided, however, that, with respect to each disputed item comprising the Preliminary Adjustment Statement (i.e., the Closing Cash, the Unpaid Indebtedness and the Closing Working Capital, as the case may be), such determinations shall not be (a) greater in amount than the highest amount claimed by Buyer or Sellers with respect to such item, or (b) lesser in amount than the lowest amount claimed by Buyer or Sellers with respect to such item. Buyer, on the Parties one hand, and upon which a judgment may be entered by a court Sellers, collectively, on the other hand, shall each bear one-half of competent jurisdiction. The the fees and disbursements expenses of the Accounting Referee shall be borne fifty percent (50%) by the Shareholders and fifty percent (50%) by BuyerIndependent Accountants.

Adjustment Statement Dispute Resolution. If the ShareholdersSellers’ Representative timely notifies the Purchaser of delivers an objection by the Shareholders’ Representative Objection Notice to the Preliminary Adjustment Statement Buyer in accordance with Section 2.5.22.4.2, and if the ShareholdersBuyer and Sellers’ {P02534_X101.HTM;8} Representative and the Purchaser are unable to resolve such dispute through good faith negotiations within fifteen (15) days after the ShareholdersSellers’ Representative’s delivery of such notice of objectionObjection Notice, then then, the Shareholders’ Representative and the Purchaser 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 Chicago office of BDO Xxxxxxx or, if such firm declines the representation, a nationally recognized an accounting firm of national reputation as shall be mutually agreed on by the Shareholdersacceptable to Buyer and Sellers’ Representative and the Purchaser (the accounting firm ultimately chosen, the “Accounting RefereeIndependent Accountants”). Buyer and Sellers’ Representative 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 Accounting Referee Independent Accountants shall determine and report in writing to the ShareholdersBuyer and Sellers’ Representative and the Purchaser 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 thirty twenty (3020) days after such submission or such longer period as the Accounting Referee Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive on the Parties as to Buyer, Sellers, Sellers’ Representative and upon which a judgment may be entered by a court of competent jurisdictiontheir respective Affiliates. The fees and disbursements expenses of the Accounting Referee Independent Accountants shall be borne fifty percent (50%) by shared equally between Buyer, on the Shareholders one hand, and fifty percent (50%) by BuyerSellers, collectively, on the other hand.

Adjustment Statement Dispute Resolution. If the ShareholdersStockholders’ Representative timely notifies the Purchaser Parent and Merger Sub in accordance with Section 3.5.2 of an objection by the ShareholdersStockholders’ Representative to the Preliminary Adjustment Statement in accordance with Section 2.5.2or the Preliminary Post-Closing Adjustment, and if the ShareholdersStockholders’ Representative and the Purchaser Parent are unable to resolve such dispute through good faith negotiations within fifteen (15) days after the ShareholdersStockholders’ Representative’s delivery of such notice of objection, then the Shareholders’ Representative and the Purchaser 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 Chicago office of BDO Xxxxxxx or, if such firm declines the representation, a nationally recognized accounting firm of national reputation as shall be mutually agreed on by acceptable to Parent and the ShareholdersStockholders’ Representative and the Purchaser (the accounting firm ultimately chosen, the “Accounting RefereeIndependent Accountants”). The Accounting Referee Independent Accountants shall determine and report in writing to Parent and the ShareholdersStockholders’ Representative and the Purchaser 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 thirty twenty (3020) days after such submission or such longer period as the Accounting Referee Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive on as to Parent and the Parties Stockholders’ Representative and upon which a judgment may be entered by a court of competent jurisdictiontheir respective Affiliates. The fees and disbursements of the Accounting Referee Independent Accountants shall be borne fifty percent (50%) by shared equally between Parent, on the Shareholders one hand, and fifty percent (50%) by Buyerthe Stockholders’ Representative, on the other hand.