Common use of Disputed Adjustment Amount Clause in Contracts

Disputed Adjustment Amount. If the Adjustment Amounts calculated by Seller from the Closing Balance sheet indicates a larger down payment should have been paid at Closing, Buyer shall remit any additional down payment to Seller, unless Buyer disagrees with Seller's calculations. If Buyer shall disagree with the Adjustment Amounts after receiving the Closing Balance Sheet and Seller's calculation of the Adjustment Amounts, it shall notify Seller of such disagreement in writing specifying in detail the particulars of such disagreement within ten (10) days after Buyer's receipt of the Closing Balance Sheet. Buyer and Seller shall use their best efforts for a period of ten (10) calendar days after Buyer's delivery of the notice contemplated by the preceding sentence (or such longer period as Buyer and Seller shall mutually agree upon) to resolve any disagreements raised by Buyer with respect to the calculation of the Adjustment Amounts. If, at the end of such period, Buyer and Seller are unable to resolve such disagreements, Ernst & Young LLP and Xxxxxx Xxxxxxxx LLP, independent auditors of Seller and Buyer, respectively, shall jointly select a third independent auditor of recognized national standing to resolve any remaining disagreements. The determination by such third independent auditor shall be final, binding and conclusive on the parties. Buyer and Seller shall use their best efforts to cause such third independent auditor to make its determination within thirty (30) calendar days of accepting its selection. The fees and expenses of such third independent auditor shall be borne by Buyer and Seller equally. Buyer and Seller shall use the Closing Balance Sheet as determined pursuant to this paragraph (b) to reconcile the Adjustment Amounts as appropriate to reflect differences between the unaudited and audited June 30, 2000 balance sheets.

Disputed Adjustment Amount. If the Adjustment Amounts calculated by Seller shall have fifteen (15) days from the date that Parent delivers the Final Closing Statement (the “Closing Dispute Period”) to notify Parent, in writing, as to whether Seller disagrees with the calculations set forth in the Final Closing Statement (such notice, a “Closing Dispute Notice”); provided, however, that a Closing Dispute Notice may only include objections based on (i) the failure of the Final Closing Statement to comply with Exhibit C hereto and/or (ii) mathematical errors in the computations in the Final Closing Statement. During the Closing Dispute Period, Seller and its accountants shall be permitted to review (during regular business hours and upon reasonable prior notice) the working papers of Parent and Buyer and (where applicable and subject to Seller and its accountants entering into any undertakings required by Parent or Buyer’s accountants) Parent’s and Buyer’s accountants relating to the matters set forth in the Final Closing Statement. If Seller fails to deliver a Closing Dispute Notice in accordance with this Agreement during the applicable Closing Dispute Period, then (A) the Closing Date Balance sheet indicates a larger down payment should Sheet as delivered by Parent shall be deemed to have been paid at Closingcorrectly prepared, Buyer shall remit any additional down payment to Seller, unless Buyer disagrees with Seller's calculations. If Buyer shall disagree with the Adjustment Amounts after receiving the Closing Balance Sheet and Seller's (B) Parent’s calculation of the Adjustment Amounts, it items set forth in the Final Closing Statement shall notify Seller of such disagreement in writing specifying in detail the particulars of such disagreement within ten (10) days after Buyer's receipt be deemed to be final and correct and shall be binding upon all of the parties hereto. Any matter not specifically referenced in the Closing Balance Sheet. Buyer and Seller Dispute Notice shall use their best efforts for a period of ten (10) calendar days after Buyer's delivery of the notice contemplated be conclusively deemed to have been agreed upon by the preceding sentence (or such longer period as Buyer and Seller shall mutually agree upon) to resolve any disagreements raised by Buyer with respect to the calculation of the Adjustment Amounts. If, at the end of such period, Buyer and Seller are unable to resolve such disagreements, Ernst & Young LLP and Xxxxxx Xxxxxxxx LLP, independent auditors of Seller and Buyer, respectively, shall jointly select a third independent auditor of recognized national standing to resolve any remaining disagreements. The determination by such third independent auditor shall be final, binding and conclusive on the parties. Buyer and Seller shall use their best efforts to cause such third independent auditor to make its determination within thirty (30) calendar days of accepting its selection. The fees and expenses of such third independent auditor shall be borne by Buyer and Seller equally. Buyer and Seller shall use the Closing Balance Sheet as determined pursuant to this paragraph (b) to reconcile the Adjustment Amounts as appropriate to reflect differences between the unaudited and audited June 30, 2000 balance sheets.

Disputed Adjustment Amount. The Closing Balance Sheet and Closing Working Capital shall be final, binding and conclusive unless Seller notifies the Buyer Parties in writing of any disagreement therewith (a “Purchase Price Objection Notice”) within thirty (30) days after its receipt thereof. If Seller does not deliver a Purchase Price Objection Notice within such period, then within five (5) Business Days after the expiry of such period the Adjustment Amounts calculated Holdback Amount shall be released by Seller from the Closing Balance sheet indicates a larger down payment should have been paid at Closing, Buyer shall remit Escrow Agent and any additional down payment to Seller, unless Buyer disagrees with Seller's calculationsamounts paid in the manner set forth in Section 2.5(f). If Seller does deliver a Purchase Price Objection Notice within such period, then for so long as any dispute set forth in a Purchase Price Objection Notice is outstanding and unresolved, the Buyer Parties shall disagree afford Seller and its Representatives with reasonable access during normal business hours to the Adjustment Amounts after receiving financial records of Buyer so as to enable their review of the Closing Balance Sheet and Seller's calculation of Closing Working Capital. Seller and the Adjustment AmountsBuyer Parties shall attempt in good faith to resolve such dispute, it and any resolution by them as to any disputed amounts shall notify be final, binding and conclusive. If Seller of such disagreement and the Buyer Parties are unable to resolve all disputes reflected in writing specifying in detail the particulars of such disagreement Purchase Price Objection Notice within ten thirty (1030) days after Buyer's receipt of the Closing Balance Sheet. Buyer and Seller shall use their best efforts for a period of ten (10) calendar days after Buyer's delivery of the notice contemplated by the preceding sentence thereafter (or such longer period as the Buyer Parties and Seller shall may mutually agree upon) to resolve any disagreements raised by Buyer with respect to (the calculation of the Adjustment Amounts. If“Purchase Price Resolution Period”), at the end of such period, Buyer and Seller are unable to resolve such disagreements, Ernst & Young LLP and Xxxxxx Xxxxxxxx LLP, independent auditors of then Seller and Buyer, respectively, the Buyer Parties shall jointly select a third an independent auditor of recognized national standing (the “Accounting Firm”) to resolve any remaining disagreements. The determination by such third independent auditor shall be final, binding and conclusive on the parties. Buyer Parties and Seller shall use their best efforts to cause such third independent auditor the Accounting Firm to make its determination within thirty (30) calendar days of accepting its selection. The determination by the Accounting Firm shall be final, binding and conclusive on the Parties absent fraud. Seller and the Buyer Parties shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, the Buyer Parties and their Representatives. Seller and the Buyer Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of both Seller and the Buyer Parties. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and shall be limited in scope as to whether: (i) the Closing Balance Sheet and Closing Working Capital were prepared in accordance with the CBS Standards and (ii) there were any mathematical errors in the calculation of the Closing Balance Sheet and Closing Working Capital. Within five (5) Business Days after the date of determination of the Accounting Firm (or of any earlier resolution by the Parties of all disputed issues), the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(f). The fees and expenses of such third independent auditor the Accounting Firm shall be borne by the Buyer Parties and Seller equally. Buyer and Seller shall use in proportion to the Closing Balance Sheet as determined pursuant amount of the disputed item with respect to this paragraph (b) to reconcile the Adjustment Amounts as appropriate to reflect differences between the unaudited and audited June 30, 2000 balance sheetswhich such Party’s claim was unsuccessful.

Disputed Adjustment Amount. If the Adjustment Amounts calculated by The Closing Net Asset Value Statement and Closing Net Asset Value shall be final, binding and conclusive unless Seller from the Closing Balance sheet indicates a larger down payment should have been paid at Closing, notifies Buyer shall remit any additional down payment to Seller, unless Buyer disagrees with Seller's calculations. If Buyer shall disagree with the Adjustment Amounts after receiving the Closing Balance Sheet and Seller's calculation of the Adjustment Amounts, it shall notify Seller of such disagreement in writing specifying in detail the particulars of such any disagreement therewith (a “Purchase Price Objection Notice”) within ten (10) days after Buyer's its receipt thereof, specifying (i) those items as to which there is disagreement and (ii) a reasonably detailed description of the Closing Balance Sheetbasis, nature, dollar amount and extent of the dispute or disagreement. Buyer If Seller does not deliver a Purchase Price Objection Notice within such period, then within five (5) Business Days after the expiry of such period the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(e) . If Seller shall use their best efforts does deliver a Purchase Price Objection Notice within such period, then for a period of ten thirty (1030) calendar days after Buyer's from the date of delivery of the notice contemplated Purchase Price Objection Notice, Buyer shall afford Seller and its Representatives with reasonable access during normal business hours to the financial records of Buyer so as to enable their review of the Closing Net Asset Value Statement and Closing Net Asset Value. Seller and Buyer shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Seller and Buyer are unable to resolve all disputes reflected in the preceding sentence Purchase Price Objection Notice within thirty (30) days after the date of delivery of the Purchase Price Objection Notice (or such longer period as Buyer and Seller shall may mutually agree upon) to resolve any disagreements raised by Buyer with respect to (the calculation of the Adjustment Amounts. If“Purchase Price Resolution Period”), at the end of such period, Buyer and Seller are unable to resolve such disagreements, Ernst & Young LLP and Xxxxxx Xxxxxxxx LLP, independent auditors of then Seller and Buyer, respectively, Buyer shall jointly select a third an independent auditor of recognized national standing (the “Accounting Firm”) to resolve any remaining disagreements. Buyer and Seller shall use their reasonable best efforts to cause the Accounting Firm to make its determination within sixty (60) days of accepting its selection. The determination by such third independent auditor the Accounting Firm shall be final, binding and conclusive on the partiesParties and shall not be appealable. Seller and Buyer shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, Buyer and their Representatives. Seller and Buyer shall use their best efforts be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of both Seller and Buyer. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and shall be limited in scope as to whether: (i) the Closing Net Asset Value Statement and Closing Net Asset Value were prepared in accordance with the Accounting Standards and (ii) there were any mathematical errors in the calculation of the Closing Net Asset Value Statement and Closing Net Asset Value. Upon resolution by the Accounting Firm to its satisfaction of all such disputed matters, the Accounting Firm shall cause to be prepared and shall deliver to Seller and Buyer a final Closing Net Asset Value Statement setting forth the Closing Net Asset Value as of the Closing Date, and the date of such third independent auditor to make its determination within thirty delivery by the Accounting Firm shall be deemed the date on which the Closing Net Asset Value Statement and Closing Net Asset Value shall become final, binding and conclusive. Within five (305) calendar days of accepting its selectionBusiness Days after the date the Closing Net Asset Value Statement and Closing Net Asset Value shall become final, binding and conclusive in accordance with this Section 2.5(c), the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(e) . The fees and expenses of such third independent auditor the Accounting Firm shall be borne by Buyer and Seller equally. Buyer and Seller shall use in proportion to the Closing Balance Sheet as determined pursuant amount of the disputed item with respect to this paragraph (b) to reconcile the Adjustment Amounts as appropriate to reflect differences between the unaudited and audited June 30, 2000 balance sheetswhich such Party’s claim was unsuccessful.

Disputed Adjustment Amount. If the Adjustment Amounts calculated by Seller from the Closing Balance sheet indicates a larger down payment should will have been paid at Closing, Buyer shall remit any additional down payment to Seller, unless Buyer disagrees with Seller's calculations. If Buyer shall disagree with the Adjustment Amounts thirty (30) days after receiving receipt of the Closing Balance Sheet and Seller's calculation the Adjustment Amount to review and deliver a written notice of objection (the "Objection Notice") to Buyer. The Objection Notice shall state each item to which Seller takes exception. The Objection Notice shall specify in reasonable detail the nature and amount of any such exception. In connection with such review, the Seller will have the right to review the methods used in the preparation of the Closing Balance Sheet and the Adjustment AmountsAmount, it and to confer with Buyer. If Seller does not provide an Objection Notice to Buyer within thirty (30) days after receipt of the Closing Balance Sheet and the Adjustment Amount, Seller will be deemed to have accepted and agreed to the Closing Balance Sheet and the Adjustment Amount, and the deficiency or surplus, as the case may be, shall notify immediately be paid to the appropriate party in accordance with Section 2.5(b) hereof. If Seller of delivers an Objection Notice to Buyer within such disagreement in writing specifying in detail the particulars of such disagreement time period, then within ten (10) days after the Objection Notice is received by Buyer, the Buyer and the Seller shall (i) meet to consider such objections and may agree to revise the Adjustment Amount, in which case the amount so agreed will be binding on the Buyer and the Seller, and the deficiency or surplus, as the case may be, shall immediately be paid to the appropriate party in accordance with Section 2.5(b) hereof, or (ii) specify that an independent firm of public accountants of nationally recognized standing mutually selected by the Seller and the Buyer, it being agreed that Ernst & Young LLP is mutually acceptable (the "Independent Accountant"), will review the Closing Balance Sheet and the Adjustment Amount and the Objection Notice and report to the Seller and the Buyer the Independent Accountant's receipt determination of the Adjustment Amount (using the methodologies agreed to herein), which determination will be made within sixty (60) days after the date that the Independent Accountant receives the Closing Balance Sheet, the Adjustment Amount and the Objection Notice. Such determination by the Independent Accountant will be final and binding on the Buyer and Seller the Seller. Once the final determination has been made by the Independent Accountant, the deficiency or surplus, as the case may be, shall use their best efforts for a period of ten (10immediately be paid to the appropriate party in accordance with Section 2.5(b) calendar days after Buyer's delivery hereof. All of the notice contemplated by the preceding sentence (or such longer period as Buyer and Seller shall mutually agree upon) to resolve any disagreements raised by Buyer with respect to the calculation of the Adjustment Amounts. If, at the end of such period, Buyer and Seller are unable to resolve such disagreements, Ernst & Young LLP and Xxxxxx Xxxxxxxx LLP, independent auditors of Seller and Buyer, respectively, shall jointly select a third independent auditor of recognized national standing to resolve any remaining disagreements. The determination by such third independent auditor shall be final, binding and conclusive on the parties. Buyer and Seller shall use their best efforts to cause such third independent auditor to make its determination within thirty (30) calendar days of accepting its selection. The fees and expenses of such third independent auditor the Independent Accountant, if any, shall be borne paid equally by Buyer the Buyer, on the one hand, and Seller equally. Buyer and Seller shall use the Closing Balance Sheet as determined pursuant to this paragraph (b) to reconcile Seller, on the Adjustment Amounts as appropriate to reflect differences between the unaudited and audited June 30, 2000 balance sheetsother hand.

Disputed Adjustment Amount. If the Adjustment Amounts calculated by Seller from the Closing Balance sheet indicates a larger down payment should will have been paid at Closing, Buyer shall remit any additional down payment to Seller, unless Buyer disagrees with Seller's calculations. If Buyer shall disagree with the Adjustment Amounts thirty (30) days after receiving receipt of the Closing Balance Sheet and Seller's calculation the Adjustment Amount to review and deliver a written notice of objection (the “Objection Notice”) to Buyer. The Objection Notice shall state each item to which Seller takes exception. The Objection Notice shall specify in reasonable detail the nature and amount of any such exception. In connection with such review, the Seller will have the right to review the methods used in the preparation of the Closing Balance Sheet and the Adjustment AmountsAmount, it and to confer with Buyer. If Seller does not provide an Objection Notice to Buyer within thirty (30) days after receipt of the Closing Balance Sheet and the Adjustment Amount, Seller will be deemed to have accepted and agreed to the Closing Balance Sheet and the Adjustment Amount, and the deficiency or surplus, as the case may be, shall notify immediately be paid to the appropriate party in accordance with Section 2.5(b) hereof. If Seller of delivers an Objection Notice to Buyer within such disagreement in writing specifying in detail the particulars of such disagreement time period, then within ten (10) days after the Objection Notice is received by Buyer's receipt , the Buyer and the Seller shall (i) meet to consider such objections and may agree to revise the Adjustment Amount, in which case the amount so agreed will be binding on the Buyer and the Seller, and the deficiency or surplus, as the case may be, shall immediately be paid to the appropriate party in accordance with Section 2.5(b) hereof, or (ii) specify that an independent firm of public accountants of nationally recognized standing mutually selected by the Seller and the Buyer, it being agreed that Ernst & Young LLP is mutually acceptable (the “Independent Accountant”), will review the Closing Balance Sheet and the Adjustment Amount and the Objection Notice and report to the Seller and the Buyer the Independent Accountant’s determination of the Adjustment Amount (using the methodologies agreed to herein), which determination will be made within sixty (60) days after the date that the Independent Accountant receives the Closing Balance Sheet, the Adjustment Amount and the Objection Notice. Such determination by the Independent Accountant will be final and binding on the Buyer and Seller the Seller. Once the final determination has been made by the Independent Accountant, the deficiency or surplus, as the case may be, shall use their best efforts for a period of ten (10immediately be paid to the appropriate party in accordance with Section 2.5(b) calendar days after Buyer's delivery hereof. All of the notice contemplated by the preceding sentence (or such longer period as Buyer and Seller shall mutually agree upon) to resolve any disagreements raised by Buyer with respect to the calculation of the Adjustment Amounts. If, at the end of such period, Buyer and Seller are unable to resolve such disagreements, Ernst & Young LLP and Xxxxxx Xxxxxxxx LLP, independent auditors of Seller and Buyer, respectively, shall jointly select a third independent auditor of recognized national standing to resolve any remaining disagreements. The determination by such third independent auditor shall be final, binding and conclusive on the parties. Buyer and Seller shall use their best efforts to cause such third independent auditor to make its determination within thirty (30) calendar days of accepting its selection. The fees and expenses of such third independent auditor the Independent Accountant, if any, shall be borne paid equally by Buyer the Buyer, on the one hand, and Seller equally. Buyer and Seller shall use the Closing Balance Sheet as determined pursuant to this paragraph (b) to reconcile Seller, on the Adjustment Amounts as appropriate to reflect differences between the unaudited and audited June 30, 2000 balance sheetsother hand.

Disputed Adjustment Amount. The Closing Balance Sheet and Closing Working Capital shall be final, binding and conclusive unless Seller notifies the Buyer Parties in writing of any disagreement therewith (a “Purchase Price Objection Notice”) within thirty (30) days after its receipt thereof, specifying (i) those items as to which there is disagreement and (ii) a reasonably detailed description of the basis, nature, dollar amount and extent of the dispute or disagreement. If Seller does not deliver a Purchase Price Objection Notice within such period, then within five (5) Business Days after the expiry of such period the Adjustment Amounts calculated Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(d) . If Seller does deliver a Purchase Price Objection Notice within such period, then for a period of thirty (30) days from the Closing Balance sheet indicates a larger down payment should have been paid at Closingdate of delivery of the Purchase Price Objection Notice, the Buyer Parties shall remit any additional down payment afford Seller and its Representatives with reasonable access during normal business hours to Seller, unless the financial records of Buyer disagrees with Seller's calculations. If Buyer shall disagree with the Adjustment Amounts after receiving so as to enable their review of the Closing Balance Sheet and Seller's calculation of Closing Working Capital. Seller and the Adjustment AmountsBuyer Parties shall attempt in good faith to resolve such dispute, it and any resolution by them as to any disputed amounts shall notify be final, binding and conclusive. If Seller of such disagreement and the Buyer Parties are unable to resolve all disputes reflected in writing specifying in detail the particulars of such disagreement Purchase Price Objection Notice within ten thirty (1030) days after Buyer's receipt the date of the Closing Balance Sheet. Buyer and Seller shall use their best efforts for a period of ten (10) calendar days after Buyer's delivery of the notice contemplated by the preceding sentence Purchase Price Objection Notice (or such longer period as Buyer and Seller shall may mutually agree upon) to resolve any disagreements raised by Buyer with respect to (the calculation of the Adjustment Amounts. If“Purchase Price Resolution Period”), at the end of such period, Buyer and Seller are unable to resolve such disagreements, Ernst & Young LLP and Xxxxxx Xxxxxxxx LLP, independent auditors of then Seller and Buyer, respectively, the Buyer Parties shall jointly select a third an independent auditor of recognized national standing (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer Parties and Seller shall use their commercially reasonable efforts to cause the Accounting Firm to make its determination within sixty (60) days of accepting its selection. The determination by such third independent auditor the Accounting Firm shall be final, binding and conclusive on the partiesParties and shall not be appealable. Seller and the Buyer Parties shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, the Buyer Parties and their Representatives. Seller and the Buyer Parties shall use their best efforts be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of both Seller and the Buyer Parties. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and shall be limited in scope as to whether: (i) the Closing Balance Sheet was prepared in good faith in accordance with GAAP consistent with the Audited Financial Statements, (ii) the Closing Working Capital was prepared in good faith based on the Closing Balance Sheet in a manner consistent with the Working Capital Schedule and (iii) there were any mathematical errors in the calculation of the Closing Balance Sheet and Closing Working Capital. Upon resolution by the Accounting Firm to its satisfaction of all such disputed matters, the Accounting Firm shall cause to be prepared and shall deliver to Seller and the Buyer Parties a final Closing Balance Sheet setting forth the Closing Working Capital as of the Closing Date, and the date of such third independent auditor to make its determination within thirty delivery by the Accounting Firm shall be deemed the date on which the Closing Balance Sheet and Closing Working Capital shall become final, binding and conclusive. Within five (305) calendar days of accepting its selectionBusiness Days after the date the Closing Balance Sheet and Closing Working Capital shall become final, binding and conclusive in accordance with this Section 2.5(b), the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(d) . The fees and expenses of such third independent auditor the Accounting Firm shall be borne by the Buyer Parties and Seller equally. Buyer and Seller shall use in proportion to the Closing Balance Sheet as determined pursuant dollar amount of the disputed items with respect to this paragraph (b) to reconcile the Adjustment Amounts as appropriate to reflect differences between the unaudited and audited June 30, 2000 balance sheetswhich such Party’s claim was unsuccessful.

Disputed Adjustment Amount. If the Adjustment Amounts calculated by Seller from the Closing Balance sheet indicates a larger down payment should Buyers shall have been paid at Closing, Buyer shall remit any additional down payment to Seller, unless Buyer disagrees with Seller's calculations. If Buyer shall disagree with the Adjustment Amounts 15 days after receiving receipt of the Closing Balance Sheet and Seller's the calculation of the Adjustment AmountsAmount (hereinafter, it shall notify Seller of such disagreement in writing specifying in detail the particulars of such disagreement within ten (10"Dispute Period") days after Buyer's receipt of to examine the Closing Balance SheetSheet and calculation of the Adjustment Amount and to determine if they propose any adjustments to amounts set forth therein, and Buyers shall provide a written notice to Sellers (a "Dispute Notice") within the Dispute Period setting forth such proposed adjustments (if any). Buyer and Seller shall use their best efforts for For a period of ten (10) calendar 30 days after Buyer's delivery of the notice contemplated by Dispute Notice, Buyers and Sellers shall meet and attempt to resolve such proposed adjustments and upon reaching agreement shall set forth such agreement in writing and prepare a final Closing Balance Sheet and final calculation of the preceding sentence Adjustment Amount. In the event that Sellers and Buyers are unable to resolve any such Dispute within the 30-day period (or such longer period as Buyer and Seller shall the Parties may mutually agree upon) to resolve any disagreements raised by Buyer with respect to agree), then within 10 days the calculation of the Adjustment Amounts. If, at the end of such period, Buyer and Seller are unable to resolve such disagreements, Ernst & Young LLP and Xxxxxx Xxxxxxxx LLP, independent auditors of Seller and Buyer, respectively, Parties shall jointly select a third an independent auditor of recognized national standing to resolve settle any remaining disagreementsdispute (which the Parties initially agree will be Ernst & Young, if Ernst & Young will accept such appointment). The determination by such third independent auditor shall consider only those disputed items and amounts set forth in the Dispute Notice and unresolved by the Parties. The independent auditor's determination with respect to any dispute shall be finalthe exclusive method for the resolution of such dispute, shall be final and binding upon the parties hereto and conclusive on the partiesmay be enforced by any court of competent jurisdiction. Buyer and Seller The Parties shall use their best reasonable efforts to cause such third the independent auditor to make its determination within thirty (30) calendar 30 days of accepting its selection. The fees and expenses of such third independent auditor shall be borne by Buyer and Seller equally. Buyer and Seller shall use the Closing Balance Sheet as determined pursuant to this paragraph (b) to reconcile the Adjustment Amounts as appropriate to reflect differences between the unaudited and audited June 30, 2000 balance sheets.