Common use of Delivery of Retroactive Computation Statements Clause in Contracts

Delivery of Retroactive Computation Statements. At the conclusion of each Release Period, Buyer shall prepare a Retroactive Computation Statement for the Pre-Tax Earnings recomputed for the applicable Earnout Period and shall provide such Retroactive Computation Statement to the Sellers' Advisory Representative for his review and comments within forty-five (45) days after the termination of such Release Period, with a copy thereof to Metis Financial LLC. If, within thirty (30) days after delivery of the Retroactive Computation Statement to the Sellers' Advisory Representative, the Sellers' Advisory Representative has not given written notice to Buyer disputing such statement and indicating the basis of such dispute such Retroactive Computation Statement shall be conclusive and binding on Seller. In the event the Sellers' Advisory Representative gives Buyer such notice of dispute within such 30-day period, Buyer shall pay any amounts due hereunder that are not in dispute, and the Sellers' Advisory Representative and Buyer will use their best efforts to settle the dispute within 30 days after the giving of such notice. Any dispute unresolved after such 30-day period shall be submitted to a national public accounting firm satisfactory to the Sellers' Advisory Representative and Buyer, or, in the absence of agreement on such firm, to a panel of three public accounting firms, one designated by the Sellers' Advisory Representative, one designated by Buyer and one jointly designated by the other two firms. The decision of such accounting firm or such panel of accounting firms, as the case may be, with respect to such dispute shall be final and binding on the parties hereto. If, as a result of such arbitration, it is determined that Seller is entitled to the such disputed amount, Buyer shall pay the cost of the arbitration. Otherwise, Seller shall pay the cost of the arbitration. Buyer shall maintain books and records for the Acquired Companies in a manner which will facilitate its recomputation of the Pre-Tax Earnings applicable for each Earnout Period and the review by the Sellers' Advisory Representative of each Retroactive Computation Statement. Buyer shall make available, at Buyer's offices during normal business hours, to the Sellers' Advisory Representative and his attorneys, accountants and other representatives for examination, such of its books of account, contracts, licenses, leases, instruments, commitments, sale orders, purchase orders, records, accountant's work papers and other documents as are relevant to the preparation of the Retroactive Computation Statement.

Delivery of Retroactive Computation Statements. At the conclusion of each Release Period, Buyer shall prepare a Retroactive Computation Statement for the Pre-Tax Earnings recomputed for the applicable Earnout Period and shall provide such Retroactive Computation Statement to the Sellers' Advisory Representative for his review and comments within forty-five (45) days after the termination of such Release Period, with a copy thereof to Metis Financial LLC. If, within thirty (30) days after delivery of the Retroactive Computation Statement to the Sellers' Advisory Representative, the Sellers' Advisory Representative has not given written notice to Buyer disputing such statement and indicating the basis of such dispute such Retroactive Computation Statement shall be conclusive and binding on SellerSellers. In the event the Sellers' Advisory Representative gives Buyer such notice of dispute within such 30-day period, Buyer shall pay any amounts due hereunder that are not in dispute, and the Sellers' Advisory Representative and Buyer will use their best efforts to settle the dispute within 30 days after the giving of such notice. Any dispute unresolved after such 30-day period shall be submitted to a national public accounting firm satisfactory to the Sellers' Advisory Representative and Buyer, or, in the absence of agreement on such firm, to a panel of three public accounting firms, one designated by the Sellers' Advisory Representative, one designated by Buyer and one jointly designated by the other two firms. The decision of such accounting firm or such panel of accounting firms, as the case may be, with respect to such dispute shall be final and binding on the parties hereto. If, as a result of such arbitration, it is determined that Seller is Sellers are entitled to the such disputed amount, Buyer shall pay the cost of the arbitration. Otherwise, Seller Sellers shall pay the cost of the arbitration. Buyer shall maintain books and records for the Acquired Companies in a manner which will facilitate its recomputation of the Pre-Tax Earnings applicable for each Earnout Period and the review by the Sellers' Advisory Representative of each Retroactive Computation Statement. Buyer shall make available, at Buyer's offices during normal business hours, to the Sellers' Advisory Representative and his attorneys, accountants and other representatives for examination, such of its books of account, contracts, licenses, leases, instruments, commitments, sale orders, purchase orders, records, accountant's work papers and other documents as are relevant to the preparation of the Retroactive Computation Statement.

Delivery of Retroactive Computation Statements. At the conclusion of each Release Period, Buyer shall prepare a Retroactive Computation Statement for the Pre-Tax Earnings recomputed for the applicable Earnout Period and shall provide such Retroactive Computation Statement to the Sellers' Advisory Representative for his review and comments within forty-five (45) days after the termination of such Release Period, with a copy thereof to Metis Financial LLC. If, within thirty (30) days after delivery of the Retroactive Computation Statement to the Sellers' Advisory Representative, the Sellers' Advisory Representative has not given written notice to Buyer disputing such statement and indicating the basis of such dispute such Retroactive Computation Statement shall be conclusive and binding on Seller. In the event the Sellers' Advisory Representative gives Buyer such notice of dispute within such 30-day period, Buyer shall pay any amounts due hereunder that are not in dispute, and the Sellers' Advisory Representative and Buyer will use their best efforts to settle the dispute within 30 days after the giving of such notice. Any dispute unresolved after such 30-day period shall be submitted to a national public accounting firm satisfactory to the Sellers' Advisory Representative and Buyer, or, in the absence of agreement on such firm, to a panel of three public accounting firms, one designated by the Sellers' Advisory Representative, one designated by Buyer and one jointly designated by the other two firms. The decision of such accounting firm or such panel of accounting firms, as the case may be, with respect to such dispute shall be final and binding on the parties hereto. If, as a result of such arbitration, it is determined that Seller is entitled to the such disputed amount, Buyer shall pay the cost of the arbitration. Otherwise, Seller shall pay the cost of the arbitration. Buyer shall maintain books and records for the Acquired Companies in a manner which will facilitate its recomputation of the Pre-Tax Earnings applicable for each Earnout Period and the review by the Sellers' Advisory Representative of each Retroactive Computation Statement. Buyer shall make available, at Buyer's offices during normal business hours, to the Sellers' Advisory Representative and his attorneys, accountants and other representatives for examination, such of its books of account, contracts, licenses, leases, instruments, commitments, sale orders, purchase orders, records, accountant's work papers and other documents as are relevant to the preparation of the Retroactive Computation Statement.