Common use of Determination by Independent Accounting Firm Clause in Contracts

Determination by Independent Accounting Firm. If any Item of Dispute remains unresolved for a period of thirty (30) days after Buyer’s receipt of the Dispute Notice, Buyer and Seller shall, within ten (10) days thereafter, submit the dispute to a mutually acceptable independent public accounting firm (the “Independent Accounting Firm”). If Buyer and Seller are unable to mutually agree upon such an accounting firm within such 10-day period, then Buyer and Seller shall, within five days thereafter, each select a nationally recognized certified public accounting firm. Within five days after their selection, those two accounting firms shall select a third nationally recognized certified public accounting firm, which third accounting firm shall act as the Independent Accounting Firm. Such third nationally recognized accounting firm shall not be an accounting firm that has performed accounting or similar services for Buyer or Seller in the past five years. Buyer and Seller shall each provide their respective calculations of the Net Amount of the Working Capital Assets and the Items of Dispute in writing to the Independent Accounting Firm and shall request that the Independent Accounting Firm render a written determination as to each unresolved Item of Dispute, as soon as reasonably practicable, but in no event later than thirty (30) days after its retention, which determination shall be solely based on whether each such Item of Dispute was prepared in accordance with the terms of this Agreement or whether each such Item of Dispute contains a mathematical or clerical error or errors. The Parties shall cooperate fully with the Independent Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The Independent Accounting Firm’s determination as to each Item of Dispute submitted to it shall be in writing and shall be conclusive and binding upon the Parties, absent manifest error or willful misconduct, and the Closing Statement shall be modified to the extent necessary to reflect such determination. The fees and expenses of the Independent Accounting Firm shall be paid by the Party whose calculation of the Net Amount of the Working Capital Assets is furthest from the determination rendered by the Independent Accounting Firm.

Determination by Independent Accounting Firm. If any Item of Dispute remains unresolved for a period of thirty fifteen (3015) days after Buyer’s receipt of the a Dispute Notice, then either the Buyer and or the Seller shallShareholder Representative may, within ten five (105) days thereafter, submit the dispute to a mutually acceptable independent public accounting firm (the “Independent Accounting Firm”). If Buyer and Seller are unable to mutually agree upon such an accounting firm within such 10-day period, then Buyer and Seller shall, within five days thereafter, each select a nationally recognized certified public accounting firm. Within five days after their selection, those two accounting firms shall select a third nationally recognized certified public accounting firm, which third accounting firm shall act as the Independent Accounting Firm. Such third nationally recognized accounting firm shall not be an accounting firm that has performed accounting or similar services for Buyer or Seller in the past five years. Buyer and the Seller Shareholder Representative shall each provide their respective calculations of the Net Amount of the Working Capital Assets Group Company Revenues and EBITA per US GAAP and the Items of Dispute in writing to the Independent Accounting Firm and shall request that the Independent Accounting Firm render a written determination, which determination (i) shall be based solely on whether each such Item of Dispute was prepared in accordance with the terms of this Agreement, including US GAAP, and Schedule 1.5(a) or whether each such Item of Dispute contains a mathematical or clerical error or errors and (ii) shall not be resolved so the final amount determined by the Independent Accounting Firm is more favorable to the Selling Shareholders than the calculation(s) presented in any Item of Dispute delivered by the Seller Shareholder Representative or more favorable to the Buyer than the calculation(s) presented in any Item of Dispute delivered by Buyer, as to each unresolved Item of Dispute, Dispute as soon as reasonably practicable, but in no event later than thirty (30) days after its retention, which determination shall be solely based on whether each such Item of Dispute was prepared in accordance with and the terms of this Agreement or whether each such Item of Dispute contains a mathematical or clerical error or errors. The Parties shall cooperate fully with the Independent Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The Independent Accounting Firm’s determination as to each Item of Dispute submitted to it shall be in writing and shall be conclusive and binding upon the Parties, absent manifest error or willful misconduct, and the Closing Statement Group Company Revenues and/or EBITA shall be modified to the extent necessary to reflect such determination. The fees and expenses of the Independent Accounting Firm shall be paid by the Party whose calculation of the Net Amount of the Working Capital Assets Group Company Revenues and/or EBITA, as applicable, is furthest from the determination rendered by the Independent Accounting Firm.

Determination by Independent Accounting Firm. If any Item of Dispute remains unresolved for a period of thirty fifteen (3015) days after Buyer’s receipt of the a Dispute Notice, Buyer and then either the Buyer, on the one hand, or the Seller shallMember or the Company, on the other, may, within ten five (105) days thereafter, submit the dispute to a mutually acceptable independent public accounting firm (the “Independent Accounting Firm”). If Buyer and Seller are unable to mutually agree upon such an accounting firm within such 10-day period, then Buyer and Seller shall, within five days thereafter, each select a nationally recognized certified public accounting firm. Within five days after their selection, those two accounting firms shall select a third nationally recognized certified public accounting firm, which third accounting firm shall act as the Independent Accounting Firm. Such third nationally recognized accounting firm shall not be an accounting firm that has performed accounting or similar services for Buyer Buyer, and the Company or Seller in Member, as the past five years. Buyer and Seller case may be, shall each provide their respective calculations of the Net Amount of the Working Capital Assets Company Revenues and Operating Profit Margin and the Items of Dispute in writing to each other and the Independent Accounting Firm and shall request that the Independent Accounting Firm render a written determination, which determination (i) shall be based solely on whether each such Item of Dispute was prepared in accordance with the terms of this Agreement and Schedule 1.5(b) or whether each such Item of Dispute contains a mathematical or clerical error or errors or other permissible exception or claim under this Agreement, and (ii) shall not be resolved so the final amount determined by the Independent Accounting Firm is more favorable to the Seller Member or the Company other than the calculation(s) presented in any Item of Dispute delivered by the Seller Member or Company, as the case may be, or more favorable to the Buyer than the calculation(s) presented in any Item of Dispute delivered by Buyer, as to each unresolved Item of Dispute, Dispute as soon as reasonably practicable, but in no event later than thirty (30) days after its retention, which determination shall be solely based on whether each such Item of Dispute was prepared in accordance with and the terms of this Agreement or whether each such Item of Dispute contains a mathematical or clerical error or errors. The Parties shall cooperate fully with the Independent Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The Independent Accounting Firm’s determination as to each Item of Dispute submitted to it shall be in writing and shall be conclusive and binding upon the Parties, absent manifest error or willful misconduct, and the Closing Statement Company Revenues and/or Operating Profit Margin shall be modified to the extent necessary to reflect such determination. The fees and expenses of the Independent Accounting Firm shall be paid by the Party whose calculation of the Net Amount of the Working Capital Assets Company Revenues and/or Operating Profit Margin, as applicable, is furthest from the determination rendered by the Independent Accounting Firm.

Determination by Independent Accounting Firm. If any Item of Dispute remains unresolved for a period of thirty (30) 30 days after Buyer’s receipt of the Dispute Notice, Buyer and Seller the Representative shall, within ten (10) 10 days thereafter, submit the dispute to a mutually acceptable agreed upon independent public accounting firm (the “Independent Accounting Firm”). If Buyer and Seller the Representative are unable to mutually agree upon such an accounting firm within such 10-day period, then Buyer and Seller the Representative shall, within five days thereafter, each select a nationally recognized certified public accounting firm. Within five days after their selection, those two accounting firms shall select a third nationally recognized certified public accounting firm, which third accounting firm shall act as the Independent Accounting Firm. Such third nationally recognized accounting firm shall not be an accounting firm that has performed accounting or similar services for Buyer or Seller the Representative in the past five three years. Buyer and Seller the Representative shall each provide their respective calculations of the Net Amount of the Closing Working Capital Assets and the Items of Dispute in writing to the Independent Accounting Firm and shall request that the Independent Accounting Firm render a written determination as to each unresolved Item of Dispute, as soon as reasonably practicable, but in no event later than thirty (30) days after its retentiondetermination, which determination (i) shall be solely based on whether each such Item of Dispute was prepared in accordance with the terms of guidelines and procedures set forth in this Agreement or whether each such Item of Dispute contains a mathematical or clerical error or errors. The errors and (ii) shall not be resolved so the final amount determined by the Independent Accounting Firm is more than the larger amount thereof shown in the calculation of the Item of Dispute delivered by the Representative or Buyer, as the case may be, or less than the smaller amount thereof shown in the calculation delivered by the Representative or Buyer, as the case may be, as to each unresolved Item of Dispute as soon as reasonably practicable, but in no event later than 30 days after its retention, and the Parties shall cooperate fully with the Independent Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The Independent Accounting Firm’s determination as to each Item of Dispute submitted to it shall be in writing and shall be conclusive and binding upon the Parties, absent manifest error or willful misconduct, and the Closing Statement Working Capital shall be modified to the extent necessary to reflect such determination. The fees and expenses of the Independent Accounting Firm shall be paid by the Party whose calculation of the Net Amount of the Closing Working Capital Assets is furthest from the determination rendered by the Independent Accounting Firm.

Determination by Independent Accounting Firm. If any Item of Dispute remains unresolved for a period of thirty fifteen (3015) days after Buyer’s receipt of the a Dispute Notice, then either the Buyer and or the Major Seller shallShareholder may, within ten fifteen (1015) days thereafter, submit the dispute outstanding Items of Dispute to a mutually acceptable independent public accounting firm (the “Independent Accounting Firm”). If Buyer and Seller are unable to mutually agree upon such an accounting firm within such 10-day period, then Buyer and Seller shall, within five days thereafter, each select a nationally recognized certified public accounting firm. Within five days after their selection, those two accounting firms shall select a third nationally recognized certified public accounting firm, which third accounting firm shall act as the Independent Accounting Firm. Such third nationally recognized accounting firm shall not be an accounting firm that has performed accounting or similar services for Buyer or Seller in the past five years. Buyer and the Major Seller Shareholder shall each provide their respective calculations of the Net Amount of Revenue Earn-out and the Working Capital Assets EBITDA Earn-out and the Items of Dispute in writing to the Independent Accounting Firm and shall request that the Independent Accounting Firm render a written determination, which determination (i) shall be based solely on whether each such Item of Dispute was prepared in accordance with the terms of this Agreement and Schedule 1.6(b) or whether each such Item of Dispute contains a mathematical or clerical error or other errors and (ii) shall not be resolved so the final amount determined by the Independent Accounting Firm is more favorable to the Major Seller Shareholder than the calculation(s) presented in any Item of Dispute delivered by the Major Seller Shareholder or more favorable to the Buyer than the calculation(s) presented in any Item of Dispute delivered by Buyer, as to each unresolved Item of Dispute, Dispute as soon as reasonably practicable, but in no event later than thirty (30) days after its retention, which determination shall be solely based on whether each such Item of Dispute was prepared in accordance with and the terms of this Agreement or whether each such Item of Dispute contains a mathematical or clerical error or errors. The Parties shall cooperate fully with the Independent Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The Independent Accounting Firm’s determination as to each Item of Dispute submitted to it shall be in writing and shall be conclusive and binding upon the Parties, absent fraud, manifest error or willful misconduct, and the Closing Statement Revenue Earn-out and/or EBITDA Earn-out shall be modified to the extent necessary to reflect such determination. The fees and expenses of the Independent Accounting Firm shall be paid shared equally by the Party whose calculation Buyer, on the one hand, and Seller Shareholders, on the other hand (and Seller Shareholders’ allocation of the Net Amount of the Working Capital Assets is furthest fees and expenses may be deducted from the determination rendered by the Independent Accounting FirmEscrow Amount).

Determination by Independent Accounting Firm. If any Item of Dispute remains unresolved for a period of thirty (30) 30 days after Buyer’s receipt of the Dispute Notice, Buyer and Seller shall, within ten (10) 10 days thereafter, submit the dispute to a mutually acceptable independent public accounting firm (the “Independent Accounting Firm”). If Buyer and Seller are unable to mutually agree upon such an accounting firm within such 10-day period, then Buyer and Seller shall, within five days thereafter, each select a nationally recognized certified public accounting firm. Within five days after their selection, those two accounting firms shall select a third nationally recognized certified public accounting firm, which third accounting firm shall act as the Independent Accounting Firm. Such third nationally recognized accounting firm shall not be an accounting firm that has performed accounting or similar services for Buyer or Seller in the past five years. Buyer and Seller shall each provide their respective calculations of the Net Amount of the Working Capital Assets and the Items of Dispute in writing to the Independent Accounting Firm and shall request that the Independent Accounting Firm render a written determination as to each unresolved Item of Dispute, as soon as reasonably practicable, but in no event later than thirty (30) 30 days after its retention, which determination shall be solely based on whether each such Item of Dispute was prepared in accordance with the terms of this Agreement or whether each such Item of Dispute contains a mathematical or clerical error or errors. The Parties shall cooperate fully with the Independent Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The Independent Accounting Firm’s determination as to each Item of Dispute submitted to it shall be in writing and shall be conclusive and binding upon the Parties, absent manifest error or willful misconduct, and the Closing Statement shall be modified to the extent necessary to reflect such determination. The fees and expenses of the Independent Accounting Firm shall be paid by the Party whose calculation of the Net Amount of the Working Capital Assets is furthest from the determination rendered by the Independent Accounting Firm.

Determination by Independent Accounting Firm. If any Item of Dispute remains unresolved for a period of thirty fifteen (3015) days after Buyer’s receipt of the a Dispute Notice, then either the Buyer and Seller shallor the Company may, within ten five (105) days thereafter, submit the dispute to a mutually acceptable Ernst & Young (or, if such firm shall decline or is unable to act or is not, at the time of such submission, independent public of the Company or the Buyer, to McGladrey & Xxxxxx, LLP), such accounting firm (being referred to herein as the “Independent Accounting Firm”). If Buyer and Seller are unable to mutually agree upon such an accounting firm within such 10-day period, then Buyer and Seller shall, within five days thereafter, each select a nationally recognized certified public accounting firm. Within five days after their selection, those two accounting firms shall select a third nationally recognized certified public accounting firm, which third accounting firm shall act as the Independent Accounting Firm. Such third nationally recognized accounting firm shall not be an accounting firm that has performed accounting or similar services for Buyer or Seller in the past five years. Buyer and Seller Company shall each provide their respective calculations of the Net Amount of the Working Capital Assets Company Revenues and Operating Margin and the Items of Dispute in writing to the Independent Accounting Firm and shall request that the Independent Accounting Firm render a written determination, which determination (i) shall be based solely on whether each such Item of Dispute was prepared in accordance with the terms of this Agreement and Schedule 2.7 or whether each such Item of Dispute contains a mathematical or clerical error or errors and (ii) shall not be resolved so the final amount determined by the Independent Accounting Firm is more favorable to the Company than the calculation(s) presented in any Item of Dispute delivered by the Company or more favorable to the Buyer than the calculation(s) presented in any Item of Dispute delivered by Buyer, as to each unresolved Item of Dispute, Dispute as soon as reasonably practicable, but in no event later than thirty (30) days after its retention, which determination shall be solely based on whether each such Item of Dispute was prepared in accordance with and the terms of this Agreement or whether each such Item of Dispute contains a mathematical or clerical error or errors. The Parties shall cooperate fully with the Independent Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The Independent Accounting Firm’s determination as to each Item of Dispute submitted to it shall be in writing and shall be conclusive and binding upon the Parties, absent manifest error or willful misconduct, and the Closing Statement Company Revenues and/or Operating Margin shall be modified to the extent necessary to reflect such determination. The fees and expenses of the Independent Accounting Firm shall be paid by the Party whose calculation of the Net Amount of the Working Capital Assets Company Revenues and/or Operating Margin, as applicable, is furthest from the determination rendered by the Independent Accounting Firm.