Common use of Dispute Accountants Clause in Contracts

Dispute Accountants. (i) If either the Seller Representative or Buyer refers any unresolved Disputed Items to the Dispute Accountants in accordance with Section 2.4(b), the Seller Representative and Buyer shall direct the Dispute Accountants to review this Agreement and the Disputed Items for the purpose of calculating the Purchase Price Adjustment. In making such calculations, the Dispute Accountants shall consider only the applicable Disputed Items. Buyer and the Seller Representative shall request that the Dispute Accountants deliver to Buyer and the Seller Representative, within thirty (30) days of reference of the matter to the Dispute Accountants, a report setting forth its calculations, which shall be prepared in accordance with the standards set forth in Section 2.4(b) and the defined terms used therein. The calculations in such report shall be final, conclusive and binding on the parties. One-half of the cost of such review and report shall be paid by each of Buyer and the Seller Representative. (ii) In the event the Dispute Accountants refuse the engagement under this Section 2.4(c), Buyer and the Seller Representative shall mutually agree on another nationally recognized firm of certified public accountants having no material relationship with the Company Group, Buyer or the Seller Representative or any of their respective Affiliates (the “Alternative Dispute Accountants”) to resolve any disputes according to this Section 2.4(c). If within thirty (30) days, Buyer and the Seller Representative fail to mutually agree on the Alternative Dispute Accountants, Buyer and the Seller Representative shall thereafter promptly cause the American Arbitration Association to appoint the Alternative Dispute Accountants, and in making its determination with respect to such appointment, the American Arbitration Association shall take into account, and attempt to avoid appointing an accounting firm with, any significant preexisting relationship with the Company Group, Buyer or the Seller Representative or any of their respective Affiliates. The fees and expenses of the Alternative Dispute Accountants shall be apportioned in the same manner as described in Section 2.4(c)(i).

Dispute Accountants. (i) If either the Seller Representative or Buyer refers any unresolved Disputed Contested Items to the Dispute Accountants in accordance with Section 2.4(b2.5(b), the Seller Representative and Buyer shall direct the Dispute Accountants to review this Agreement and the Disputed Contested Items for the purpose of calculating the Purchase Price AdjustmentMilestone Period EBITDA Calculation. In making such calculations, the Dispute Accountants shall consider only the applicable Disputed Contested Items. Buyer and the Seller Representative shall request that the Dispute Accountants deliver to Buyer and the Seller Representative, within thirty (30) days of reference of the matter to the Dispute Accountants, a report setting forth its calculations, which shall be prepared in accordance with the standards set forth in Section 2.4(b) and the defined terms used therein. The calculations in such report shall be final, conclusive and binding on the parties2.5(b). One-half of the cost of such review and report shall be paid by each of Buyer and the Seller Representative. (ii) In the event the Dispute Accountants refuse the engagement under this Section 2.4(c2.5(c), Buyer and the Seller Representative shall mutually agree on another nationally recognized firm of certified public accountants having no material relationship with the Company Group, Buyer or the Seller Representative or any of their respective Affiliates (the “Alternative Dispute Accountants”) Accountants to resolve any disputes according to this Section 2.4(c2.5(c). If within thirty (30) days, Buyer and the Seller Representative fail to mutually agree on the Alternative Dispute Accountants, Buyer and the Seller Representative shall thereafter promptly cause the American Arbitration Association to appoint the Alternative Dispute Accountants, and in making its determination with respect to such appointment, the American Arbitration Association shall take into account, and attempt to avoid appointing an accounting firm with, any significant preexisting relationship with the Company GroupCompany, Buyer or the Seller Representative or any of their respective Affiliates. The fees and expenses of the Alternative Dispute Accountants shall be apportioned in the same manner as described in Section 2.4(c)(i2.5(c)(i).