Common use of Disputed Final Adjustment Clause in Contracts

Disputed Final Adjustment. (i) The Closing Statement shall become final and binding upon the Parties on the thirtieth (30th) day following delivery thereof, unless Sellers deliver written notice to Purchaser prior to such date of its disagreement with preparation or content of the Closing Statement, including any disagreement with any balances or other amounts reflected in the Closing Data Tape (a “Notice of Disagreement”). During such thirty (30)-day period, Sellers and their designated auditor shall be permitted to reasonable access during normal business hours the working papers of Purchaser relating to the Closing Statement and the Closing Data Tape and to Purchaser’s auditor and representatives who prepared the Closing Statement and the Closing Data Tape. A Notice of Disagreement must describe in reasonable detail the items contained in the Closing Statement that Sellers dispute and the basis for any such disputes. During the thirty (30)-day period following the delivery of a Notice of Disagreement, Sellers and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement and seek to agree on a final determination of the Closing Net Funds Employed, the Foreign Cash Amount and the Prepaids Amount. At the end of such thirty (30) day period, if no agreement on the Closing Net Funds Employed, the Foreign Cash Amount and the Prepaids Amount has been reached, Sellers and Purchaser shall engage a nationally recognized independent accounting firm (the “Accounting Firm”) for arbitration of any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The Accounting Firm shall be Xxxxx Xxxxxxxx LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing. As promptly as practicable after the engagement of the Accounting Firm, Sellers shall submit any unresolved elements set forth in the Notice of Disagreement to the Accounting Firm in writing (with a copy to Purchaser), supported by any documents and arguments upon which they rely. As promptly as practicable thereafter, Purchaser shall submit its response to the Accounting Firm (with a copy to Sellers) supported by any documents and arguments upon which it relies. The Parties shall instruct the Accounting Firm to render its reasoned written decision with respect to each disagreement asserted in accordance with this Section 3.2(b)(i) as promptly as practicable but in no event later than thirty (30) days after submission of all matters in dispute. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced.

Disputed Final Adjustment. (i) The Closing Statement shall become final and binding upon No later than forty-five (45) days following the Parties on delivery by the thirtieth (30th) day following delivery thereof, unless Sellers deliver written notice to Purchaser prior to such date of its disagreement with preparation or content of the Closing Statementcalculation of Actual Working Capital, including any disagreement with any balances Actual Cash, Actual Indebtedness and Actual Transaction Expenses, the Seller Representative shall notify the Purchaser in writing whether he accepts or other amounts reflected in disputes the Closing Data Tape (a “Notice accuracy of Disagreement”)the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses. During such thirty forty-five (30)-day period, Sellers and their designated auditor shall be permitted to reasonable access during normal business hours the working papers of Purchaser relating to the Closing Statement and the Closing Data Tape and to Purchaser’s auditor and representatives who prepared the Closing Statement and the Closing Data Tape. A Notice of Disagreement must describe in reasonable detail the items contained in the Closing Statement that Sellers dispute and the basis for any such disputes. During the thirty (30)-day period following the delivery of a Notice of Disagreement, Sellers and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement and seek to agree on a final determination of the Closing Net Funds Employed, the Foreign Cash Amount and the Prepaids Amount. At the end of such thirty (3045) day period, if no agreement on the Closing Net Funds EmployedSeller Representative and his agents shall be provided with reasonable access during regular business hours, without undue interruption to the Foreign Cash Amount Company or the Business and upon advance written request (subject to Seller Representative and such agents entering into any access letters required by accountants), to the financial books and records of the Purchaser and the Prepaids Amount has been reachedCompany as well as any relevant work papers and such employees, Sellers agents, representatives and advisors of the Company involved in such calculations as the Seller Representative may reasonably request to the extent that, such work papers, books and records and employees, agents, representatives and advisors are necessary for the Seller Representative and his agents to confirm the calculations of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses prepared by the Purchaser. If the Seller Representative accepts the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses determined pursuant to Section ‎2.4(b), or if the Seller Representative does not, within such forty-five (45) day period, deliver to the Purchaser a written notice of any dispute with respect thereto (a “Dispute Notice”), then the calculation of Actual Working Capital determined pursuant to Section ‎2.4(b) shall engage a nationally recognized independent accounting firm (be the “Accounting Firm”Final Working Capital” the calculation of Actual Cash determined pursuant to Section ‎2.4(b) for arbitration of any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The Accounting Firm shall be Xxxxx Xxxxxxxx LLP or, if such firm is unable or unwilling the “Final Cash,” the calculation of Actual Indebtedness determined pursuant to act, such other nationally recognized independent public accounting firm as Section ‎2.4(b) shall be agreed the “Final Indebtedness,” the calculation of Transaction Expenses determined pursuant to Section ‎2.4(b) shall be the “Final Transaction Expenses” and such items shall in each case be deemed final and conclusive and binding upon by the Parties all parties in writing. As promptly as practicable after the engagement of the Accounting Firm, Sellers shall submit any unresolved elements set forth in the Notice of Disagreement to the Accounting Firm in writing (with a copy to Purchaser), supported by any documents and arguments upon which they rely. As promptly as practicable thereafter, Purchaser shall submit its response to the Accounting Firm (with a copy to Sellers) supported by any documents and arguments upon which it relies. The Parties shall instruct the Accounting Firm to render its reasoned written decision with respect to each disagreement asserted in accordance with this Section 3.2(b)(i) as promptly as practicable but in no event later than thirty (30) days after submission of all matters in dispute. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforcedrespects.

Disputed Final Adjustment. (i) The Closing Statement shall become final and binding upon No later than thirty (30) days following the Parties on the thirtieth (30th) day following delivery thereof, unless Sellers deliver written notice to by Purchaser prior to such date of its disagreement with preparation or content of the Closing Statement, including any disagreement with any balances Seller Parent shall notify Purchaser in writing whether Seller Parent (on behalf of all Sellers) accepts or other amounts reflected in disputes the accuracy of the calculations set forth on the Closing Data Tape (a “Notice of Disagreement”)Statement. During such thirty (30)-day period, Sellers Seller Parent and their designated auditor its agents shall be permitted to provided with reasonable access during normal business hours the working papers of Purchaser relating to the financial books and records of the Acquired Companies, as well as any relevant work papers (subject to compliance with Purchaser’s independent accountants’ customary procedures for release) as Seller Parent and its agents may reasonably request, to enable Seller Parent and its agents to evaluate the calculations of Closing Statement Working Capital, Closing Cash, Closing Indebtedness and Closing Company Transaction Expenses prepared by Purchaser. If Seller Parent accepts the Closing Data Tape and Statement, or if Seller Parent fails within such thirty (30)-day period to Purchaser’s auditor and representatives who prepared notify Purchaser of any dispute with respect thereto, then the calculation of Closing Statement and the Closing Data Tape. A Notice of Disagreement must describe in reasonable detail the items contained Working Capital set forth in the Closing Statement that Sellers dispute and the basis for any such disputes. During the thirty (30)-day period following the delivery of a Notice of Disagreement, Sellers and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement and seek to agree on a final determination of the Closing Net Funds Employed, the Foreign Cash Amount and the Prepaids Amount. At the end of such thirty (30) day period, if no agreement on the Closing Net Funds Employed, the Foreign Cash Amount and the Prepaids Amount has been reached, Sellers and Purchaser shall engage a nationally recognized independent accounting firm (be the “Accounting Firm”) for arbitration Final Working Capital,” the calculation of any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The Accounting Firm shall be Xxxxx Xxxxxxxx LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing. As promptly as practicable after the engagement of the Accounting Firm, Sellers shall submit any unresolved elements Closing Cash set forth in the Notice Closing Statement shall be the “Final Cash,” the calculation of Disagreement to Closing Indebtedness set forth in the Accounting Firm Closing Statement shall be the “Final Indebtedness” and the calculation of Closing Company Transaction Expenses set forth in writing (with a copy to Purchaser)the Closing Statement shall be the “Final Company Transaction Expenses,” which, supported by any documents in each case, shall be deemed final and arguments conclusive and binding upon which they rely. As promptly as practicable thereafter, Purchaser shall submit its response to the Accounting Firm (with a copy to Sellers) supported by any documents and arguments upon which it relies. The all Parties shall instruct the Accounting Firm to render its reasoned written decision with respect to each disagreement asserted in accordance with this Section 3.2(b)(i) as promptly as practicable but in no event later than thirty (30) days after submission of all matters in dispute. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforcedrespects.

Disputed Final Adjustment. (i) The Closing Statement shall become final and binding upon No later than thirty (30) days following the Parties on the thirtieth (30th) day following delivery thereof, unless Sellers deliver written notice to by Purchaser prior to such date of its disagreement with preparation or content of the Closing Statement, including any disagreement with any balances the Sellers’ Representative shall notify Purchaser in writing whether the Sellers’ Representative (on behalf of all Sellers) accepts or other amounts reflected in disputes the accuracy of the calculations set forth on the Closing Data Tape (a “Notice of Disagreement”)Statement. During such thirty (30)-day period, Sellers and their designated auditor shall be permitted to reasonable access during normal business hours the working papers of Purchaser relating to the Closing Statement and the Closing Data Tape and to Purchaser’s auditor and representatives who prepared the Closing Statement and the Closing Data Tape. A Notice of Disagreement must describe in reasonable detail the items contained in the Closing Statement that Sellers dispute and the basis for any such disputes. During the thirty (30)-day period following the delivery of a Notice of Disagreement, Sellers and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement and seek to agree on a final determination of the Closing Net Funds Employed, the Foreign Cash Amount and the Prepaids Amount. At the end of such thirty (30) day period, if no agreement on the Sellers’ Representative and its agents shall be provided with such access to the financial books and records of the Company, its Subsidiaries and Purchaser as well as any relevant work papers as the Sellers’ Representative and its agents may reasonably request to enable the Sellers’ Representative and its agents to evaluate the calculations of Actual Target Working Capital, Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Company Transaction Expenses prepared by Purchaser. If the Sellers’ Representative accepts the Closing Net Funds EmployedStatement, or if the Foreign Cash Amount and the Prepaids Amount has been reached, Sellers and Sellers’ Representative fails within such thirty (30) day period to notify Purchaser shall engage a nationally recognized independent accounting firm (the “Accounting Firm”) for arbitration of any and all matters that remain in dispute and were properly included in with respect thereto, then the Notice calculation of Disagreement. The Accounting Firm shall be Xxxxx Xxxxxxxx LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing. As promptly as practicable after the engagement of the Accounting Firm, Sellers shall submit any unresolved elements Actual Target Working Capital set forth in the Notice Closing Statement shall be the “Final Target Working Capital”, the Actual Working Capital set forth in the Closing Statement shall be the “Final Working Capital,” the calculation of Disagreement to Actual Cash set forth in the Accounting Firm Closing Statement shall be the “Final Cash,” the calculation of Actual Indebtedness set forth in writing (with a copy to Purchaser)the Closing Statement shall be the “Final Indebtedness” and the calculation of Actual Company Transaction Expenses set forth in the Closing Statement shall be the “Final Company Transaction Expenses,” which, supported by any documents in each case, shall deemed final and arguments conclusive and binding upon which they rely. As promptly as practicable thereafter, Purchaser shall submit its response to the Accounting Firm (with a copy to Sellers) supported by any documents and arguments upon which it relies. The Parties shall instruct the Accounting Firm to render its reasoned written decision with respect to each disagreement asserted all parties in accordance with this Section 3.2(b)(i) as promptly as practicable but in no event later than thirty (30) days after submission of all matters in dispute. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforcedrespects.

Disputed Final Adjustment. (i) The Within thirty (30) days following receipt by Seller of the Closing Statement Statement, Seller shall become final and binding upon the Parties on the thirtieth (30th) day following delivery thereof, unless Sellers deliver written notice (an “Objection Notice”) to Purchaser prior Buyer of any dispute it has with respect to such date of its disagreement with the preparation or content of the Closing Statement, including any disagreement with any balances or other amounts reflected in the Closing Data Tape (a “. An Objection Notice of Disagreement”). During such thirty (30)-day period, Sellers and their designated auditor shall be permitted to reasonable access during normal business hours the working papers of Purchaser relating to the Closing Statement and the Closing Data Tape and to Purchaser’s auditor and representatives who prepared the Closing Statement and the Closing Data Tape. A Notice of Disagreement must describe in reasonable detail the items contained in the Closing Statement that Sellers dispute Seller disputes and the basis for any such disputes. During Any items not disputed in the Objection Notice will be deemed to have been accepted by Seller and shall be deemed final, conclusive and binding on the Parties hereto. If Seller does not deliver an Objection Notice with respect to the Closing Statement within such thirty (30)-day period following period, such statement will be final, conclusive and binding on the delivery of Parties hereto. If Seller delivers a Notice of Disagreementtimely Objection Notice, Sellers Buyer and Purchaser Seller shall seek negotiate in good faith to resolve in writing any differences that they may have with respect such dispute. If Buyer and Seller, notwithstanding such good faith effort, fail to the matters specified in the Notice of Disagreement and seek to agree on a final determination of the Closing Net Funds Employed, the Foreign Cash Amount and the Prepaids Amount. At the end of resolve such dispute within thirty (30) day perioddays after Seller delivers an Objection Notice, if no agreement on then Buyer and Seller jointly shall engage the Closing Net Funds Employed, the Foreign Cash Amount Expert to resolve such dispute in accordance with this Agreement and the Prepaids Amount has been reached, Sellers and Purchaser shall engage a nationally recognized independent accounting firm (the “Accounting Firm”) for arbitration of any and all matters that remain standards set forth in dispute and were properly included in the Notice of Disagreement. The Accounting Firm shall be Xxxxx Xxxxxxxx LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writingthis Section 1.4(b). As promptly as practicable thereafter (and, in any event, within thirty (30) days after the engagement of the Accounting FirmExpert’s engagement), Sellers Seller shall submit any unresolved elements set forth in the Objection Notice of Disagreement to the Accounting Firm Expert in writing (with a copy to PurchaserBuyer), supported by any documents and arguments upon which they relyit relies. As promptly as practicable thereafterthereafter (and, Purchaser in any event, within fifteen (15) days following Seller’s submission of such unresolved elements), Buyer shall submit its response to the Accounting Firm Expert (with a copy to SellersSeller) supported by any documents and arguments upon which it relies. Notwithstanding any provisions hereof to the contrary, the Expert shall be deemed to be acting as an expert and not as an arbiter and the proceeding before the Expert shall be an expert determination under the Law governing expert determination and appraisal proceedings. The Parties Expert may, at its discretion, conduct a conference concerning the disagreement with Seller and Buyer. In connection with such process, other than any such conference, there shall instruct be no hearings, oral examinations, testimony, depositions, discovery or other similar proceedings conducted by any party or by the Accounting Firm to Expert. Neither Seller nor Buyer shall have any ex parte communications with the Expert without the prior consent of Buyer or Seller, as the case may be. The Expert shall review such submissions and base its determination solely on the submissions made by Seller and Buyer and not by any independent review. Buyer and Seller shall request that the Expert render its reasoned written decision with respect to each disagreement asserted in accordance with this Section 3.2(b)(i) determination as promptly soon as practicable but in no event later than thirty (30) days after submission reasonably possible following its receipt of all matters in disputeBuyer’s response. Judgment may be entered upon the determination The scope of the Accounting Firm disputes to be resolved by the Expert is limited to the unresolved items in the Objection Notice. In resolving any disputed item, the Expert may not assign a value to any item greater than the greatest value claimed for such item by either Buyer or Seller or less than the smallest value claimed for such item by either Buyer or Seller. All determinations made by the Expert will be final, conclusive and binding on the Parties and will be enforceable by any court having jurisdiction over the Party against which such determination is to be enforcedof competent jurisdiction.

Disputed Final Adjustment. (i) The Closing Statement shall become final and binding upon the Parties on the thirtieth (30th) day following delivery thereof, unless Sellers deliver written notice to Purchaser prior to such date of its disagreement with preparation or content of the Closing Statement, including any disagreement with any balances or other amounts reflected in the Closing Data Tape (a “Notice of Disagreement”). During such No later than thirty (30)-day period, Sellers and their designated auditor shall be permitted to reasonable access during normal business hours the working papers of Purchaser relating to the Closing Statement and the Closing Data Tape and to Purchaser’s auditor and representatives who prepared the Closing Statement and the Closing Data Tape. A Notice of Disagreement must describe in reasonable detail the items contained in the Closing Statement that Sellers dispute and the basis for any such disputes. During the thirty (30)-day period 30) days following the delivery by Purchaser of a Notice the calculation of DisagreementActual Working Capital, Sellers Actual Indebtedness, Actual Sellers’ Transaction Expenses and Actual Cash, the Sellers’ Representative shall notify Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to whether it accepts or disputes the matters specified in the Notice of Disagreement and seek to agree on a final determination accuracy of the Closing Net Funds Employedcalculation of Actual Working Capital, the Foreign Cash Amount Actual Indebtedness, Actual Sellers’ Transaction Expenses and the Prepaids AmountActual Cash. At the end of During such thirty (30) day period, if no agreement on the Closing Net Funds Employed, Sellers’ Representative and its agents shall be provided with such access to the Foreign Cash Amount financial books and records of Purchaser and the Prepaids Amount has been reachedCompany Group as well as any relevant work papers as it may reasonably request to enable it to evaluate the Actual Working Capital, Sellers Actual Indebtedness, Actual Sellers’ Transaction Expenses and Purchaser shall engage a nationally recognized independent accounting firm (the “Accounting Firm”) for arbitration of any and all matters Actual Cash; provided, that remain in dispute and were properly included in the Notice of Disagreement. The Accounting Firm such access shall be Xxxxx Xxxxxxxx LLP orin a manner that does not interfere with the normal business operations of Purchaser or the Surviving Corporation. If the Sellers’ Representative accepts the calculation of Actual Working Capital, if such firm is unable or unwilling Actual Indebtedness, Actual Sellers’ Transaction Expenses and Actual Cash determined pursuant to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing. As promptly as practicable after the engagement of the Accounting Firm, Sellers shall submit any unresolved elements set forth in the Notice of Disagreement to the Accounting Firm in writing (with a copy to PurchaserSection 2.11(b), supported by any documents and arguments upon which they rely. As promptly as practicable thereafter, Purchaser shall submit its response to or if the Accounting Firm (with a copy to Sellers) supported by any documents and arguments upon which it relies. The Parties shall instruct the Accounting Firm to render its reasoned written decision with respect to each disagreement asserted in accordance with this Section 3.2(b)(i) as promptly as practicable but in no event later than ’ Representative fails within such thirty (30) days after submission day period to notify Purchaser of all matters any dispute with respect thereto, then the calculation of Actual Working Capital determined pursuant to Section 2.11(b) shall be the “Final Working Capital”, the calculation of Actual Indebtedness determined pursuant to Section 2.11(b) shall be the “Final Indebtedness”, the calculation of Actual Sellers’ Transaction Expenses determined pursuant to Section 2.11(b) shall be the “Final Sellers’ Transaction Expenses” and the calculation of Actual Cash determined pursuant to Section 2.11(b) shall be the “Final Cash” which, in dispute. Judgment may each case, shall be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforceddeemed final and conclusive and binding.

Disputed Final Adjustment. If a Dispute Notice is timely delivered within the sixty (60)-day period referred to in Section 1.3(b)(i), (i) The any amount set forth in the Final Closing Statement and not disputed in such Dispute Notice shall become final be final, conclusive and binding upon on Purchaser and Seller; and (ii) Purchaser and Seller shall negotiate in good faith during the Parties thirty (30)-day period after delivery of such Dispute Notice to resolve each dispute raised therein (each, an “Objection”), and if any Objection is resolved, the item so resolved shall be deemed final, conclusive and binding on the thirtieth (30th) day following delivery thereof, unless Sellers deliver written notice to Purchaser prior to such date of its disagreement with preparation or content and Seller. If Purchaser and Seller resolve all of the Closing Statement, including any disagreement with any balances or other amounts reflected disputed items in the Closing Data Tape (a “such Dispute Notice of Disagreement”). During during such thirty (30)-day period, Sellers and their designated auditor the Final Closing Statement shall be permitted revised to reasonable access during normal business hours reflect such resolution, and as so revised shall be final, conclusive and binding on Purchaser and Seller. If Purchaser and Seller, notwithstanding such good faith efforts, fail to resolve all of the working papers of Purchaser relating to the Closing Statement and the Closing Data Tape and to Purchaser’s auditor and representatives who prepared the Closing Statement and the Closing Data Tape. A Notice of Disagreement must describe in reasonable detail the items contained in the Closing Statement that Sellers dispute and the basis for any Objections within such disputes. During the thirty (30)-day period following the delivery of a Notice of Disagreement, Sellers and Purchaser shall seek in good faith to resolve in writing any differences that (or such longer period as they may have with respect to the matters specified in the Notice of Disagreement and seek to agree on a final determination of the Closing Net Funds Employedmutually agree), the Foreign Cash Amount and the Prepaids Amount. At then at the end of such thirty (30) day period, if no agreement on the Closing Net Funds Employed, the Foreign Cash Amount period Purchaser and the Prepaids Amount has been reached, Sellers and Purchaser Seller shall jointly engage a nationally recognized independent accounting firm (the “Accounting Firm”) for arbitration of any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The Accounting Firm shall be Xxxxx Xxxxxxxx BDO Xxxxxxx LLP or, if such firm is unable or unwilling to actserve in such capacity, such other nationally another nationally-recognized independent public accounting firm as reasonably acceptable to both Purchaser and Seller (the “Accounting Arbitrator”), and shall be agreed upon by the Parties in writing. As promptly as practicable after the engagement instruct such firm to review and resolve exclusively all of the Accounting Firm, Sellers shall submit any unresolved elements set forth Objections (and no other matters contained in the Notice of Disagreement to the Accounting Firm in writing Final Closing Statement) (with a copy to Purchaser), supported by any documents acting as an expert and arguments upon which they rely. As promptly as practicable thereafter, Purchaser shall submit its response to the Accounting Firm (with a copy to Sellersnot an arbitrator) supported by any documents and arguments upon which it relies. The Parties shall instruct the Accounting Firm to render its reasoned written decision with respect to each disagreement asserted in accordance with this Agreement (including Section 3.2(b)(i1.5(e)) as promptly soon as practicable thereafter (but in no any event later than within thirty (30) days after submission of all matters in dispute. Judgment may be entered upon the determination engagement of the Accounting Firm in Arbitrator). Purchaser and Seller shall instruct the Accounting Arbitrator to deliver a written report containing its calculation of the disputed Objections within such thirty (30)-day period. Purchaser and Seller shall instruct the Accounting Arbitrator to not assign a dollar amount to any Objection greater than the greatest dollar amount for such item assigned by Purchaser, on the one hand, or Seller, on the other hand, or lower than the lowest dollar amount for such item assigned by Purchaser, on the one hand, or Seller, on the other hand. All Objections that are determined by the Accounting Arbitrator shall be deemed final, conclusive and binding on Purchaser and Seller, absent manifest error, effective as of the date the Accounting Arbitrator’s written determination is received by Purchaser and Seller and shall be enforceable by any court having jurisdiction over of competent jurisdiction. The Final Closing Statement shall be revised to reflect such resolution and the Party against which such determination Final Closing Statement, as finally determined in accordance with this Section 1.5(b)(i) shall be final, conclusive and binding on Purchaser and Seller. The fees and expenses of the Accounting Arbitrator incurred in connection with the resolution of disputes pursuant to this Section 1.5(c) shall be borne entirely by (A) Purchaser, if (I) the difference between the Net Increase or Net Decrease (as applicable) based on Purchaser’s position with respect to each Objection submitted to the Accounting Arbitrator for resolution, and the amount of the Net Increase or Net Decrease determined based upon the Final Closing Statement is greater than (II) the difference between the Net Increase or Net Decrease (as applicable) based on Seller’s position with respect to be enforcedeach Objection submitted to the Accounting Arbitrator for resolution, and the amount of the Net Increase or Net Decrease determined based upon the Final Closing Statement or (B) by Seller in all other cases.