Auditor and Final Amount Sample Clauses

Auditor and Final Amount. If an Earnout Objection Notice is timely delivered by Sellers’ Representative pursuant to Section 5(b), Buyer and Sellers’ Representative shall negotiate in good faith to agree upon the disputed items and/or amounts. If, within seven days of the date of receipt by Buyer of the Earnout Objection Notice, Buyer and Sellers’ Representative are unable to reach an such agreement, they shall promptly thereafter submit the dispute to independent accountants of nationally recognized standing reasonably satisfactory to both Buyer and Sellers’ Representative (the “Auditor”), who shall resolve finally and exclusively any such dispute. The Auditor shall review the Agreement, this Exhibit A and the disputed items or amounts for the purpose of calculating the Net Profit in accordance with IFRS. The Auditor shall deliver to Buyer and Sellers’ Representatives, as soon as practicable, but in any event within 30 days of submission of the disputed items or amounts to the Auditor, a report setting forth in reasonable detail such calculation of the Net Profit. In making such calculation, the Auditor shall consider only those items and amounts in the calculation of the Net Profit which are identified in the Earnout Objection Notice as being items as to which Sellers’ Representative has disagreed and the Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Auditor’s calculation will be based solely on written materials submitted by Buyer or Sellers’ Representative (i.e., not on independent review) and on the provisions of the Agreement and this Exhibit A.
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