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 Seller and Buyer are not able to agree on the actual Net Working Capital within thirty (30) days after Xxxxx’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 (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 Seller and Buyer, and such Accounting Firm’s fees and expenses shall be borne equally by Seller and Buyer.
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 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.
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. 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 Xxxxxxxe and Heritage are not able to agree on the actual Transitxxx Xxxx within fifteen (15) days after Lovelace's delivery of notice of disagreement, Lovelace and Heritxxx xxxxx each have the right to require that sxxx xxxxuted 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 Lovelace and Heritage may then mutually agree upon in writing (thx "Xxxxxnting 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 Transition Fees). The submission of the disputed matter to the Accounting Firm shall be the exclusive remedy for resolving accounting disputes relative to the determination of Transition Fees. The Accounting Firm's determination shall be binding upon Lovelace and Heritage. The Accounting Firm's fees and expenses shxxx xx xorne equally by Lovelace and Heritage.
Dispute of Adjustments. 8 Section 2.6 Closing.......................................................................................9
Dispute of Adjustments. Within forty-five (45) days after Acquiror's delivery of the Closing Balance Sheet and the Net Working Capital Calculation, Stockholder shall, in a written notice to Acquiror, either accept or describe in reasonable detail any objections to the proposed Purchase Price Adjustment and the reasons therefor, and shall include pertinent calculations. If Stockholder fails to deliver notice of its acceptance or objection to the proposed Purchase Price Adjustment within such forty-five (45) day period, Stockholder shall be deemed to have accepted it. In the event that Acquiror and Stockholder are not able to agree on the Purchase Price Adjustment within forty-five (45) days from and after the receipt by Acquiror of any objections raised by Stockholder, Acquiror and Stockholder shall each have the right to require that such disputed determination be submitted to a certified public accounting firm, which shall be selected by Stockholder from a list of three independent certified public accounting firms previously submitted to Stockholder in writing by Acquiror. Any such independent certified public accounting firm shall be a nationally recognized accounting firm with recognized expertise in the healthcare industry and shall not have been engaged by Stockholder, Charterhouse Equity Partners II, L.P., HCA-The Healthcare Company or any of their respective Affiliates, on the one hand, or Acquiror, Krug Xxxernational Corp. or any of their respective Affiliates, on the other, during the preceding three years. The results of such accounting firm's report shall be final and binding upon Acquiror and Stockholder, and such accounting firm's fees and expenses for such disputed determination shall be borne equally by the parties. Each of the parties agrees upon request of the other to execute such amendments and/or replacement Balloon Notes promptly upon agreement of Stockholder and Acquiror or as determined by such accounting firm's report, in the case of a dispute, in the amount of the Purchase Price Adjustment. At all reasonable times following delivery by Acquiror to Stockholder of the proposed Closing Balance Sheet as provided in Section 2.5, Acquiror shall upon request make available for inspection by Stockholder and its agents (including its accountants) all books and records of the Companies and the Company Subsidiaries related to the determination of Net Working Capital, including all accounting work papers and journal entries underlying the Closing Balance Sheet.
Dispute of Adjustments. 15 2.15 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
