Common use of Dispute of Adjustments Clause in Contracts

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 Seller and Buyers Buyer are not able to agree on the actual Acquired Net Working Capital within thirty (30) days after Buyers’ Xxxxx’s delivery of notice of disagreement, Sellers Seller and Buyers Buyer shall each have the right to require that such disputed determination be submitted to PwC or another such independent certified public accounting firm as Sellers Seller and Buyers 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 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 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 Seller and BuyersBuyer, and such Accounting Firm’s fees and expenses shall be borne equally by Sellers Seller and BuyersBuyer.