Dispute of Adjustments. In the event that Sellers and Purchaser are not able to agree on the actual Final Net Working Capital within thirty (30) days after Sellers’ delivery of notice of disagreement, Sellers and Purchaser shall each have the right to require that such disputed determination be submitted to KPMG LLP or if KPMG LLP is not available for any reason or does not maintain its independent status, such other independent certified public accounting firm as Sellers and Purchaser may then mutually agree upon in writing (the “Accounting Firm”) for computation or verification in accordance with the provisions of this Agreement. The Accounting Firm shall review the matters in dispute and, acting as arbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final calculation of Final Net Working Capital). The submission of the disputed matter to the Accounting Firm shall be the exclusive remedy for resolving accounting disputes relative to the determination of the Final Net Working Capital. The Accounting Firm’s determination shall be binding upon Sellers and Purchaser. The Accounting Firm’s fees and expenses shall be borne equally by Sellers and Purchaser.
Dispute of Adjustments. In the event that Sellers and Buyers are not able to agree on the actual Acquired Net Working Capital within thirty (30) days after Buyers’ delivery of notice of disagreement, Sellers and Buyers shall each have the right to require that such disputed determination be submitted to PwC or another independent certified public accounting firm as Sellers and Buyers may then mutually agree upon in writing (the “Accounting Firm”) for computation or verification in accordance with the provisions of this Agreement. The Accounting Firm shall review the matters in dispute and, acting experts and not as arbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final calculation of actual Acquired Net Working Capital). The Accounting Firm’s determination shall be binding upon Sellers and Buyers, and such Accounting Firm’s fees and expenses shall be borne equally by Sellers and Buyers.
Dispute of Adjustments. In the event that Sellers and Buyer are not able to agree on the actual Net Working Capital within thirty (30) days after Buyer’s delivery of notice of disagreement, Sellers and Buyer shall each have the right to require that such disputed determination be submitted to Pershing, Yoakley & Associates, PC (“PYA”) for computation or verification in accordance with the provisions of this Agreement. PYA shall review the matters in dispute and, acting as arbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final calculation of Net Working Capital). The submission of the disputed matter to PYA shall be the exclusive remedy for resolving accounting disputes relative to the determination of Net Working Capital. PYA’s determination shall be binding upon Sellers and Buyer, absent fraud or manifest error. PYA’s fees and expenses shall be borne equally by Sellers and Buyer.
Dispute of Adjustments. In the event that Old BCS and Stoneridge are not able to agree on the actual Closing Date Net Working Capital within thirty (30) days after Old BCS’s delivery of notice of disagreement, Old BCS and Stoneridge shall each have the right to require that such disputed determination be submitted to an independent certified public accounting firm of national standing as Old BCS and Stoneridge may then mutually agree upon in writing (the “Accounting Firm”) for computation or verification in accordance with the provisions of this Agreement. The Accounting Firm shall review the matters in dispute and, acting as arbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final calculation of both the Estimated Net Working Capital and the Closing Date Net Working Capital). The submission of the disputed matter to the Accounting Firm shall be the exclusive remedy for resolving accounting disputes relative to the determination of Net Working Capital Difference. The Accounting Firm’s determination shall be binding upon Old BCS and Stoneridge. The Accounting Firm’s fees and expenses shall be borne equally by Old BCS and Stoneridge.
Dispute of Adjustments. In the event that Seller and Buyer are not able to agree on the actual Net Working Capital within thirty (30) days after Buyer's delivery of notice of disagreement, Seller and Buyer shall each have the right to require that such disputed determination be submitted to such independent certified public accounting firm as Seller and Buyer may then mutually agree upon in writing for computation or verification in accordance with the provisions of this Agreement. The independent certified public accounting firm shall deliver its determination of Net Working Capital in writing to Buyer and Seller within thirty (30) days following the date of submission by Buyer and Seller. Such accounting firm's determination of Net Working Capital shall be binding upon Seller and Buyer, and such accounting firm's fees and expenses shall be borne equally by the parties hereto.
Dispute of Adjustments. In the event that the Shareholders and Purchaser are not able to agree on the actual Net Assets within thirty (30) days after the Shareholders’ delivery of notice of disagreement in accordance with Section 1.10(b) hereof, the Shareholders and Purchaser shall each have the right to require that such disputed determination be submitted to the Accounting Firm for computation or verification in accordance with the provisions of this Agreement. The Accounting Firm shall review the matters in dispute and, acting as arbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final calculation of Net Assets). The submission of the disputed matter to the Accounting Firm shall be the exclusive remedy for resolving disputes relative to the determination of Net Assets. The Accounting Firm’s determination shall be binding upon the Shareholders and Purchaser. The Accounting Firm’s fees and expenses shall be borne equally by the Shareholders and Purchaser.
Dispute of Adjustments. 15 2.15 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Dispute of Adjustments. In the event that Champion and/or WJHC shall dispute the working capital determination to be effected hereunder and such dispute is not resolved to the mutual satisfaction of Champion and WJHC within ninety (90) days after the Closing Date, Champion and WJHC shall each have the right to require that such disputed determinations be submitted to KPMG Peat Marwick acting as experts and not as arbitrators, or to such other certified public accounting firm as Champion and WJHC may then mutually agree upon in writing, for computation or verification in accordance with the provisions of this Agreement and interpretation, where applicable, in accordance with GAAP. The foregoing provisions for certified public accounting firm review shall be specifically enforceable by the parties; the decision of such accounting firm shall be final and binding upon Champion and WJHC; there shall be no right of appeal from such decision; and such accounting firm's fees and expenses for each such disputed determination shall be borne by the party whose determination has been modified by such accounting firm's report or by both parties in proportion to the relative amount each party's determination has been modified.
Dispute of Adjustments. If Seller and Buyer are not able to agree on the Net Working Capital within thirty (30) days after Seller's delivery of notice of disagreement to Buyer, Seller and Buyer each shall have the right to submit the disputed determination to Deloitte & Touche LLP or if Deloitte & Touche LLP is not available for any reason or does not maintain its independent status, such other independent certified public accounting firm as Seller and Buyer may then mutually agree upon in writing (the "Accounting Firm") for computation or verification in accordance with the provisions of this Agreement. The Accounting Firm shall review the matters in dispute and, acting as experts and not as arbitrators, shall promptly decide the proper amounts of the disputed entries (which decision shall also include a final calculation of Net Working Capital). The submission of the disputed matter to the Accounting Firm shall be the exclusive remedy for resolving accounting disputes relative to the determination of Net Working Capital. The Accounting Firm's determination shall be binding upon Seller (and Seller Entity Organizations) and Buyer (and Buyer Entity Organizations). If all or a portion of the dispute at issue involves a legal issue or an interpretation of this Agreement, such legal or interpretative dispute shall first be subject to adjudication by a court or similar tribunal, with any necessary review by the Accounting Firm under this Section 1.6 occurring following the resolution of such legal dispute. Seller and Buyer shall bear equally the Accounting Firm's fees and expenses.
Dispute of Adjustments. In the event that Sellers and Buyer are not able to agree on the actual Net Working Capital within thirty (30) days after Buyer’s delivery of notice of disagreement, Sellers and Buyer shall each have the right to require that such disputed determination be submitted to an independent certified public accounting firm as Sellers and Buyer may then mutually agree upon in writing (the “Accounting Firm”) for computation or verification in accordance with the provisions of this Agreement. The Accounting Firm shall review the matters in dispute and, acting as arbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final calculation of Net Working Capital). The submission of the disputed matter to the Accounting Firm shall be the exclusive remedy for resolving accounting disputes relative to the determination of Net Working Capital. The Accounting Firm’s determination shall be binding upon Sellers and Buyer, absent fraud or manifest error. The Accounting Firm’s fees and expenses shall be borne equally by Sellers and Buyer.
