Common use of Determination by Independent Accountants Clause in Contracts

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Settlement Statement and/or the PostTrue-Closing Adjustment Up Surplus or True-Up Deficit shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement Statement, the proposed Final Working Capital Adjustment and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants Accountant shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Final Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or (including the Post-Closing Adjustment Final Acquisition Balance Sheet) shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Inventory Value Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto Sellers’ Representative and Buyer shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoSellers and Buyer.

Determination by Independent Accountants. The Independent Accountants shall will make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall Buyer and Sellers agree in writing) after their engagementreceipt of the Dispute Statements, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or and the Post-Closing Adjustment shall be are conclusive and binding upon the parties heretoon Buyer and Sellers.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable but in any event within 30 days (or such other time as the parties hereto Sellers’ Representative and the Purchaser shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable but within 30 days (or such other time as the parties hereto Buyer and Parent shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Adjustment Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto shall Parties may mutually agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment Purchase Price, which shall be set forth in a written statement, shall be final, conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement Final Balance Sheet and/or the Post-Closing Adjustment Final Purchase Price shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable but in any event within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment Adjustment, absent manifest error, shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination set forth in writing as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto. Any determination by the Independent Accountants regarding any matter other than the Disputed Amounts shall not be binding on the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Commission Amounts and their adjustments to the Closing Working Capital Commission Statement and/or the Post-Closing Adjustment Commission Payments shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts US-DOCS\151952090.11 ​ and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Final Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto Buyer and the Sellers’ Representative shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Final Closing Date Balance Sheet and determination of Final Working Capital Statement and/or and the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto, absent manifest error or willful misconduct.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.. (vi)

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Post-Closing Working Capital Adjustment Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Settlement Statement and/or the PostTrue-Closing Adjustment Up Surplus or True-Up Deficit shall be conclusive and binding upon the parties Parties hereto.. (vi)

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Post- Closing Adjustment shall be conclusive and binding upon the parties heretoparties.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto Parties shall agree in writing) after their engagement, and and, absent fraud or manifest error, their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or and the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto Parent and Stockholder Representative shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Statement, Post-Closing Adjustment and/or the other calculations set forth in the Closing Statement shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Net Working Capital Statement and/or and the Post-Closing Net Working Capital Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement Final Purchase Price Calculation and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Post-Closing Working Capital Statement and/or the Post-Closing applicable Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment Payment shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment Statement shall be conclusive and binding upon the parties heretohereto and enforceable by any court of competent jurisdiction.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Asset Amounts and their adjustments to the Buyer Closing Working Capital Date Asset Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto Parties shall agree in writing) after their engagementengagement and submission to them of the materials set forth in clause (ii) above, and their resolution of the Disputed Amounts Items and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment Statement shall be deemed to be an arbitration award and be final, conclusive and binding upon the parties heretoParties.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto shall agree in writing) after the date of their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement applicable Statement(s) and/or the EBITDA Post-Closing Adjustment Adjustment, Excess Cash and/or Working Capital shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital EBITDA Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing final Net Working Capital Statement statement as of Closing and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto Purchaser and Member Representative shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Statement, Post-Closing Adjustment and/or the other calculations set forth in the Closing Statement shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto Sellers’ Representative and Buyer shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoSellers and Buyer.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or and the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Net Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Post-Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment Net Working Capital Statement, in each case in accordance with this Section 2.5, shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days thirty (30) Days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement December 31 Actual Balance Sheet, the Net Equity Adjustment, and/or the PostEarn-Closing Adjustment Out Statement shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Adjusted Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days 10 Business Days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Estimated Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Company Net Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto. Notwithstanding anything to the contrary herein (including Article 12 of this Agreement), the procedure set forth herein shall be the sole method of resolving any matter that could have been resolved pursuant to this Section 2.4.

Determination by Independent Accountants. The Independent Accountants Accountant shall make a determination as soon as practicable within 30 days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Preliminary Adjustment Statement and/or the Post-Closing Adjustment shall be conclusive conclusive, final, binding, and binding non-appealable upon the parties Parties hereto, absent manifest mathematical error.

Determination by Independent Accountants. The Independent Accountants shall make a determination (“Payable Post-Closing Adjustment Determination”) as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their shall deliver copies of such Determination to Parent, Company Stockholder, Incentive Plan Representative and Escrow Agent. The Independent Accountants’ resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment Adjustment, if any, shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing calculation of the Final Adjustment Amount shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Actual Closing Working Capital Statement and/or the Post-Closing Working Capital Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment Adjustments Statements or any statement therein shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto, except in the case of fraud, undisclosed conflict of interest or manifest error.

Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 30 [***] days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Post Demerger Balance Sheet and resulting Post Demerger Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.