Common use of Disputes as to Purchase Price Calculations Clause in Contracts

Disputes as to Purchase Price Calculations. Within 30 days after its receipt of the Final Purchase Price Calculation Statement, Seller shall notify Purchaser in writing of its agreement or disagreement with the Final Purchase Price Calculation Statement and any of Purchaser’s Calculations (and, during such 30-day period, Purchaser shall grant Seller and its accountants reasonable access to all relevant work papers, schedules and calculations used in the preparation of the Final Purchase Price Calculation Statement. If Seller disputes any aspect of the Final Purchase Price Calculation Statement or any of Purchaser’s Calculations, Seller shall so notify Purchaser within such 30-day period. If Seller does not dispute any aspect of the Final Purchase Price Calculation Statement or any of Purchaser’s Calculations within such 30-day period, then the Final Purchase Price Calculation Statement and Purchaser’s Calculations set forth therein shall be conclusive and binding upon Purchaser and Seller. In the event of a dispute, Seller and, at Seller’s option, its accountants shall complete their review and verification of the Final Purchase Price Calculation Statement within such 30-day period and, if Seller or its accountants, after such review and verification, still disagree with Purchaser’s Calculations, Seller shall submit its proposed alternative calculations (“Seller’s Calculations”) of any disputed amounts to Purchaser in writing within 30 days after Seller’s receipt of the Final Purchase Price Calculation Statement. For the avoidance of doubt, any line items or balances that are not specifically identified and disputed in Seller’s Calculations shall be considered as agreed upon by the parties and final and binding, and the Independent Accounting Firm shall not review any line items or balances, or make any determination with respect to any matters, not specifically identified and disputed in Seller’s Calculations. If Purchaser does not reject Seller’s Calculations by written notice given to Seller within 30 days after Purchaser’s receipt of Seller’s Calculations, then the Final Purchase Price Calculation Statement and Purchaser’s Calculations contained therein, as modified by Seller’s Calculations, shall be conclusive and binding upon Purchaser and Seller. If Purchaser rejects Seller’s Calculations by written notice given to Seller within 30 days after Purchaser’s receipt of Seller’s Calculations, then, at the request of either Purchaser or Seller, Seller and Purchaser shall, within 5 days after such rejection, select a mutually acceptable and nationally recognized independent accounting firm (such firm, the “Independent Accounting Firm”) to resolve the remaining disputed items (the “Remaining Disputed Items”) by conducting a review and verification of the Final Purchase Price Calculation Statement, and thereafter selecting either Seller’s Calculations of the Remaining Disputed Items or Purchaser’s Calculations of the Remaining Disputed Items or an amount in between the two. Seller and Purchaser shall be bound by the written determination of the Remaining Disputed Items by the Independent Accounting Firm. Each of Purchaser and Seller agrees to execute, if requested by the Independent Accounting Firm, an engagement letter containing reasonable and customary terms. Each of Purchaser and Seller agrees that there shall be no ex parte communications between either party, on the one hand, and the Independent Accounting Firm, on the other hand, during the Independent Accounting Firm’s review and verification of the Final Purchase Price Calculation Statement. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 3.3(b). The costs and expenses of the Independent Accounting Firm shall be borne one-half by Purchaser and one-half by Seller.

Disputes as to Purchase Price Calculations. Within In the event that the resulting adjustment under (a) above is greater than $250,000, then within 30 days after its receipt of the Final Purchase Price Calculation Statement, Seller the Sellers’ shall notify Purchaser in writing of its their agreement or disagreement with the Final Purchase Price Calculation Statement and any of Purchaser’s Calculations (and, during such 30-day period, Purchaser shall grant Seller to the Sellers and its their accountants reasonable access to all relevant work papers, facilities, schedules and calculations used in the preparation of the Final Purchase Price Calculation StatementStatement and/or Purchaser’s Calculations). If Seller disputes the Sellers dispute any aspect of the Final Purchase Price Calculation Statement or any of Purchaser’s Calculations, Seller the Sellers shall so notify Purchaser within such 30-day period, and the Sellers shall have the right, and shall have the right to direct their accountants, to review and verify the accuracy of the Final Purchase Price Calculation Statement. If Seller does the Sellers do not notify Purchaser of their dispute with respect to any aspect of the Final Purchase Price Calculation Statement or any of Purchaser’s Calculations within such 30-day period, then the Final Purchase Price Calculation Statement and Purchaser’s Calculations set forth therein shall be conclusive and binding upon Purchaser and SellerSellers. In the event of a dispute, Seller the Sellers and, at Seller’s their option, its their accountants shall complete their review and verification of the Final Purchase Price Calculation Statement within such 30-day period 30 days after the Sellers’ receipt thereof and, if Seller the Sellers or its their accountants, after such review and verification, still disagree with Purchaser’s Calculations, Seller the Sellers shall submit its their proposed alternative calculations of the amount of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto and the Aggregate Cash Purchase Price and the other components thereof (“Seller’s Sellers’ Calculations”) of any disputed amounts to Purchaser in writing within 30 days after Sellerthe Sellers’s receipt of the Final Purchase Price Calculation Statement. For the avoidance of doubt, any line items or balances that are not specifically identified and disputed in Seller’s Calculations shall be considered as agreed upon by the parties and final and binding, and the Independent Accounting Firm shall not review any line items or balances, or make any determination with respect to any matters, not specifically identified and disputed in Seller’s Calculations. If Purchaser does not reject Seller’s Sellers’ Calculations by written notice given to Seller the Sellers within 30 days after Purchaser’s receipt of Seller’s Sellers’ Calculations, then the Final Purchase Price Calculation Statement and Purchaser’s Calculations contained therein, as modified by Seller’s Sellers’ Calculations, shall be conclusive and binding upon Purchaser and SellerSellers. If Purchaser rejects Seller’s Sellers’ Calculations by written notice given to Seller the Sellers within 30 days after Purchaser’s receipt of Seller’s Sellers’ Calculations, then, at the request of either Purchaser or Sellerthe Sellers, Seller the Sellers and Purchaser shall, within 5 days after such rejection, shall select a mutually acceptable and nationally recognized independent accounting firm (such firm, the “Independent Accounting Firm”) to resolve the remaining disputed items (the “Remaining Disputed Items”) by conducting a the Independent Accounting Firm’s own review and verification of the Final Purchase Price Calculation Statement, and thereafter selecting either Seller’s Sellers’ Calculations of the Remaining Disputed Items or Purchaser’s Calculations of the Remaining Disputed Items or an amount in between the two. Seller Sellers and Purchaser shall be bound by the written determination of the Remaining Disputed Items by the Independent Accounting Firm. Each of Purchaser and Seller agrees to the Sellers shall execute, if requested by the Independent Accounting Firm, an engagement letter containing reasonable and customary terms. Each of Sellers (in accordance with their respective Allocable Portions) and Purchaser and Seller agrees that there shall be no ex parte communications between either party, on the one hand, and the Independent Accounting Firm, on the other hand, during the Independent Accounting Firm’s review and verification of the Final Purchase Price Calculation Statement. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 3.3(b3.4(b). The costs and expenses of the Independent Accounting Firm shall be borne one-half by Sellers (in the aggregate and which amount shall be paid in accordance with Sellers’ respective Allocable Portions) and Purchaser in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation between Sellers and Purchaser shall be calculated on an aggregate basis based on the relative dollar values of the Remaining Disputed Items as originally submitted to the Independent Accounting Firm by Sellers and Purchaser, and shall be determined by the Independent Accounting Firm at the time the determination is rendered on the merits of the Remaining Disputed Items submitted to the Independent Accounting Firm. For example, if the Remaining Disputed Items total an amount equal to $1,000 and the Independent Accounting Firm awards $600 in favor of Sellers’ position, 60% of the costs of its review would be borne by Purchaser and one-half 40% of the costs would be borne by SellerSellers.

Disputes as to Purchase Price Calculations. Within 30 days after its his receipt of the Final Purchase Price Calculation Statement, Seller the Sellers’ Representative shall notify Purchaser in writing of its his agreement or disagreement with the Final Purchase Price Calculation Statement and any of Purchaser’s Calculations (and, during such 30-day period, Purchaser shall grant Seller to the Sellers’ Representative and its his accountants reasonable access to all relevant work papers, facilities, schedules and calculations used in the preparation of the Final Purchase Price Calculation StatementStatement and/or Purchaser’s Calculations). If Seller the Sellers’ Representative disputes any aspect of the Final Purchase Price Calculation Statement or any of Purchaser’s Calculations, Seller the Sellers’ Representative shall so notify Purchaser within such 30-day period, and the Sellers’ Representative shall have the right, and shall have the right to direct his accountants, to review and verify the accuracy of the Final Purchase Price Calculation Statement. If Seller the Sellers’ Representative does not dispute any aspect of the Final Purchase Price 19 Calculation Statement or any of Purchaser’s Calculations within such 30-day period, then the Final Purchase Price Calculation Statement and Purchaser’s Calculations set forth therein shall be conclusive and binding upon Purchaser and SellerSellers. In the event of a dispute, Seller the Sellers’ Representative and, at Seller’s his option, its his accountants shall complete their review and verification of the Final Purchase Price Calculation Statement within such 30-day period 60 days after the Sellers’ Representative’s receipt thereof and, if Seller the Sellers’ Representative or its his accountants, after such review and verification, still disagree with Purchaser’s Calculations, Seller the Sellers’ Representative shall submit its his proposed alternative calculations (“Seller’s Sellers’ Calculations”) of any disputed amounts the amount of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto to Purchaser in writing within 30 65 days after Sellerthe Sellers’ Representative’s receipt of the Final Purchase Price Calculation Statement. For the avoidance of doubt, any line items or balances that are not specifically identified and disputed in Seller’s Calculations shall be considered as agreed upon by the parties and final and binding, and the Independent Accounting Firm shall not review any line items or balances, or make any determination with respect to any matters, not specifically identified and disputed in Seller’s Calculations. If Purchaser does not reject Seller’s Sellers’ Calculations by written notice given to Seller the Sellers’ Representative within 30 days after Purchaser’s receipt of Seller’s Sellers’ Calculations, then the Final Purchase Price Calculation Statement and Purchaser’s Calculations contained therein, as modified by Seller’s Sellers’ Calculations, shall be conclusive and binding upon Purchaser and SellerSellers. If Purchaser rejects Seller’s Sellers’ Calculations by written notice given to Seller the Sellers’ Representative within 30 days after Purchaser’s receipt of Seller’s Sellers’ Calculations, then, at the request of either Purchaser or Sellerthe Sellers’ Representative, Seller the Sellers’ Representative and Purchaser shall, within 5 days after such rejection, select a mutually acceptable and nationally recognized independent accounting firm shall engage PricewaterhouseCoopers (such firm, the “Independent Accounting Firm”) to resolve the remaining disputed items (the “Remaining Disputed Items”) by conducting a the Independent Accounting Firm’s own review and verification of the Final Purchase Price Calculation Statement, and thereafter selecting either Seller’s Sellers’ Calculations of the Remaining Disputed Items or Purchaser’s Calculations of the Remaining Disputed Items or an amount in between the two. Seller For purposes of the review by the Independent Accounting Firm, the Independent Accounting Firm shall make its determination based solely on presentations and supporting material provided by Purchaser and the Sellers’ Representative and not pursuant to any independent review. Sellers and Purchaser shall be bound by the written determination of the Remaining Disputed Items by the Independent Accounting Firm. Each of Purchaser and Seller agrees to the Sellers’ Representative shall execute, if requested by the Independent Accounting Firm, an engagement letter containing reasonable and customary terms. Each of Sellers (in accordance with their respective Allocable Portions) and Purchaser and Seller agrees that there shall be no ex parte communications between either party, on the one hand, and the Independent Accounting Firm, on the other hand, during the Independent Accounting Firm’s review and verification of the Final Purchase Price Calculation Statement. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 3.3(b3.4(b). The costs and expenses of the Independent Accounting Firm (the “Accounting Fees”) shall be borne one-half allocated between Purchaser, on the one hand, and the Sellers’ Representative, on the other hand, as follows: a portion of the Accounting Fees equal to the product of the Accounting Fees and a fraction, the numerator of which is the aggregate dollar amount of the Remaining Disputed Items resolved by the Independent Accounting Firm in favor of Purchaser and one-half the denominator of which is the aggregate dollar amount of all Remaining Disputed Items submitted to the Independent Accounting Firm for resolution, shall be allocated to the Sellers’ Representative, and the remainder shall be allocated to Purchaser (in each case as finally determined by Sellerthe Independent Accounting Firm).