Common use of Dispute of Adjustments Clause in Contracts

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 Purchaser Buyers are not able to agree on the actual Final Acquired Net Working Capital within thirty (30) days after SellersBuyers’ delivery of notice of disagreement, Sellers and Purchaser Buyers shall each have the right to require that such disputed determination be submitted to KPMG LLP PwC or if KPMG LLP is not available for any reason or does not maintain its independent status, such other another independent certified public accounting firm as Sellers and Purchaser 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 as arbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final calculation of the Final Acquired 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 Acquired Net Working Capital. The Accounting Firm’s determination shall be binding upon Sellers and Purchaser. The Buyers, and such Accounting Firm’s fees and expenses shall be borne equally by Sellers and PurchaserBuyers.

Dispute of Adjustments. In the event that Sellers Seller and Purchaser Buyer are not able to agree on the actual Final Net Working Capital within thirty (30) days after Sellers’ Xxxxx’s delivery of notice of disagreement, Sellers Seller and Purchaser Buyer shall each have the right to require that such disputed determination be submitted to KPMG LLP Ernst & Young LLP, or if KPMG Ernst & Young LLP is not available for any reason or does not maintain its independent status, such other independent independence certified public accounting firm as Sellers Seller and Purchaser Buyer may then mutually agree upon in writing inwriting (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 Seller and Purchaser. The Buyer, and such Accounting Firm’s fees and expenses shall be borne equally by Sellers Seller and PurchaserBuyer.

Dispute of Adjustments. In the event that Sellers Seller and Purchaser are not able to agree on the actual Final Net Working Capital within thirty (30) days after Sellers’ Seller’s delivery of notice of disagreement, Sellers Seller and Purchaser shall each have the right to require that such disputed determination be submitted to KPMG Deloitte & Touche USA LLP or if KPMG Deloitte & Touche USA LLP is not available for any reason or does not maintain its independent status, such other independent certified public accounting firm as Sellers Seller and Purchaser may then promptly 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 Seller and Purchaser. The Accounting Firm’s fees and expenses shall be borne equally by Sellers Seller and Purchaser.

Dispute of Adjustments. In the event that Sellers Seller and Purchaser are not able to agree on the actual Final Net Working Capital Assets within thirty (30) days after Sellers’ Seller’s delivery of notice of disagreementdisagreement in accordance with Section 1.11(b) hereof, Sellers Seller and Purchaser shall each have the right to require that such disputed determination be submitted to KPMG LLP Xxxxxx & Xxxxxx, PLLC, or if KPMG LLP Xxxxxx & Xxxxxx, PLLC is not available for any reason or does not maintain its independent status, such other independent certified public accounting firm as Sellers Seller and Purchaser may then promptly 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 CapitalAssets). 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 CapitalAssets. The Accounting Firm’s determination shall be binding upon Sellers Seller and Purchaser. The Accounting Firm’s fees and expenses shall be borne equally by Sellers Seller and Purchaser.

Dispute of Adjustments. In the event that Sellers Seller and Purchaser are not able to agree on the actual Final Net Working Capital within thirty (30) days after Sellers’ Seller’s delivery of notice of disagreement, Sellers Seller and Purchaser shall each have the right to require that such disputed determination be submitted to KPMG LLP Ernst & Young, LLP, or if KPMG Ernst & Young, LLP is not available for any reason or does not maintain its independent status, such other independent certified public accounting firm as Sellers Seller 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 Seller and Purchaser. The Accounting Firm’s fees and expenses shall be borne equally by Sellers Seller and Purchaser.

Dispute of Adjustments. In the event that Sellers Shareholder and Purchaser are not able to agree on the actual Final Net Working Capital Assets within thirty (30) days after Sellers’ Shareholder’s delivery of notice of disagreement, Sellers Shareholder and Purchaser shall each have the right to require that such disputed determination be submitted to KPMG LLP Ernst & Young LLP, or if KPMG Ernst & Young LLP is not available for any reason or does not maintain its independent status, such other independent certified public accounting firm as Sellers Shareholder and Purchaser may then promptly 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 CapitalAssets). 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 CapitalAssets. The Accounting Firm’s determination shall be binding upon Sellers Shareholder and Purchaser. The Accounting Firm’s fees and expenses shall be borne equally by Sellers Shareholder and Purchaser.

Dispute of Adjustments. In the event that Sellers Xxxxxx and Purchaser Buyer are not able to agree on the actual Final Actual Net Working Capital within thirty (30) days after Sellers’ Seller’s delivery of notice of disagreement, Sellers Seller and Purchaser Buyer 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 is not maintain its then independent statuswith respect to both Seller and Buyer, such other independent certified public accounting firm as Sellers Seller and Purchaser 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 Final Actual 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 Actual Net Working Capital. The Accounting Firm’s determination shall be binding upon Sellers Seller and PurchaserBuyer. The Accounting Firm’s fees and expenses shall be borne equally by Sellers Seller and PurchaserXxxxx.