Common use of Audit by Additional Accounting Firm Clause in Contracts

Audit by Additional Accounting Firm. In the event any objections lodged by the Representative in accordance with Section 3.3.2 above are not resolved by Agreed Adjustments within the 30-day period next following the 30-day period referred to in Section 3.3.2, then Purchaser and the Representative shall jointly select a national accounting firm acceptable to both Purchaser and the Representative (or, if they cannot agree on such selection, they shall select a national (big-five) accounting firm by lot after eliminating the Independent Accountants and any firm that has had a business relationship with any Seller or any of their respective Affiliates within the past three years) and shall direct the firm so selected (the "Additional Accounting Firm") to conduct, as promptly as practicable, but in any event not later than 30 days after such direction, such audit of the Audited Adjustment Amount as they believe to be necessary to resolve the objections (it being understood that under no circumstances shall the Additional Accounting Firm be charged with reconsidering or conducting an audit of any elements of the Audited Adjustment Amount as to which no objection has been lodged by the Representative and which do not bear directly on the matters or conclusions objected to by the Representative), and to deliver a written notice (the "Additional Accounting Report") to each of Purchaser and the Representative setting forth what adjustments, if any, to the Audited Adjustment Amount the Additional Accounting Firm believes to be required under GAAP, applied on a basis consistent with the Audited Balance Sheet, and this Agreement to resolve such objections, and the amount of the Adjustment Amount after giving effect to such adjustments (such Audited Adjustment Amount if and as so adjusted being the "Final Audited Adjustment Amount"). In such event, the Final Audited Adjustment Amount shall be final and binding as the Adjustment Amount under this Agreement.

Audit by Additional Accounting Firm. In the event any objections lodged by the Representative Seller in accordance with Section 3.3.2 1.6(b) above are not resolved by Agreed Adjustments within the 30-day period next following the 30-day period referred to in Section 3.3.21.6(b) above, then Purchaser Buyer and the Representative Seller shall jointly select a national accounting firm acceptable to both Purchaser Buyer and the Representative Seller (or, if they cannot agree on such selection, they shall select a national (big-fivesix) accounting firm by lot after eliminating the Independent Buyer's Accountants and any firm that has had a business relationship with any Seller or any of their respective Affiliates within the past three yearsAuditors) and shall direct the firm so selected (the "Additional Accounting Firm") to conduct, as promptly as practicable, but in any event not later than 30 days after such direction, such audit of the Audited Adjustment Amount (as determined by Buyer's Accountants as set forth in the Accounting Report) as they believe to be necessary to resolve the objections (it being understood that under no circumstances shall the Additional Accounting Firm they be charged with reconsidering or conducting an audit of any elements of the Audited Adjustment Amount as to which no objection has been lodged by the Representative Seller and which do not bear directly on the matters or conclusions objected to by the RepresentativeSeller), and to deliver a written notice (the "Additional Accounting Report") to each of Purchaser Buyer and the Representative Seller setting forth what adjustments, if any, to the Audited Adjustment Amount the Additional Accounting Firm believes to be required under GAAP, applied on a basis consistent with the Audited Balance Sheet, GAAP and this Agreement to resolve such objections, and the amount of the Adjustment Amount after giving effect to such adjustments (such Audited Adjustment Amount if and as so adjusted being the "Final Audited Adjustment Amount"). In such event, the Final Audited Adjustment Amount shall be final and binding as the Adjustment Amount under this Agreement.

Audit by Additional Accounting Firm. In the event any objections lodged by the Representative Seller in accordance with Section 3.3.2 1.6(b) above are not resolved by Agreed Adjustments within the 30-day period next following the 30-day period referred to in Section 3.3.21.6(b) above, then Purchaser Buyer and the Representative Seller shall jointly select a national accounting firm acceptable to both Purchaser Buyer and the Representative Seller (or, if they cannot agree on such selection, they shall select a national (big-fivesix) accounting firm by lot after eliminating the Independent Buyer's Accountants and any firm that has had a business relationship with any Seller or any of their respective Affiliates within the past three yearsAuditors) and shall direct the firm so selected (the "Additional Accounting Firm") to conduct, as promptly as practicable, but in any event not later than 30 days after such direction, such audit of the Audited Adjustment Amount (as determined by Xxxxx's Accountants as set forth in the Accounting Report) as they believe to be necessary to resolve the objections (it being understood that under no circumstances shall the Additional Accounting Firm they be charged with reconsidering or conducting an audit of any elements of the Audited Adjustment Amount as to which no objection has been lodged by the Representative Seller and which do not bear directly on the matters or conclusions objected to by the RepresentativeSeller), and to deliver a written notice (the "Additional Accounting Report") to each of Purchaser Buyer and the Representative Seller setting forth what adjustments, if any, to the Audited Adjustment Amount the Additional Accounting Firm believes to be required under GAAP, applied on a basis consistent with the Audited Balance Sheet, GAAP and this Agreement to resolve such objections, and the amount of the Adjustment Amount after giving effect to such adjustments (such Audited Adjustment Amount if and as so adjusted being the "Final Audited Adjustment Amount"). In such event, the Final Audited Adjustment Amount shall be final and binding as the Adjustment Amount under this Agreement.

Audit by Additional Accounting Firm. In the event any objections lodged by the Representative in accordance with Section 3.3.2 2.4.2 above are not resolved by Agreed Adjustments within the 30-day period next following the 30-day period referred to in Section 3.3.22.4.2, then Purchaser and the Representative shall jointly select a national accounting firm acceptable to both Purchaser and the Representative (or, if they cannot agree on such selection, they shall select a national (big-five) accounting firm by lot after eliminating the Independent Accountants and any firm that has had a business relationship with the Company, any Seller or any of their respective Affiliates within the past three years) and shall direct the firm so selected (the "Additional Accounting Firm") to conduct, as promptly as practicable, but in any event not later than 30 days after such direction, such audit of the Audited Adjustment Amount as they believe to be necessary to resolve the objections (it being understood that under no circumstances shall the Additional Accounting Firm they be charged with reconsidering or conducting an audit of any elements of the Audited Adjustment Amount as to which no objection has been lodged by the Representative Purchaser and which do not bear directly on the matters or conclusions objected to by the RepresentativePurchaser), and to deliver a written notice (the "Additional Accounting Report") to each of Purchaser and the Representative setting forth what adjustments, if any, to the Audited Adjustment Amount the Additional Accounting Firm believes to be required under GAAP, applied on a basis consistent with the Audited Balance Sheet, GAAP and this Agreement to resolve such objections, and the amount of the Adjustment Amount after giving effect to such adjustments (such Audited Adjustment Amount if and as so adjusted being the "Final Audited Adjustment Amount")adjustments. In such event, the Final final Audited Adjustment Amount shall be final and binding as the Adjustment Amount under this Agreement.