Engagement and Fees of the Independent Accountant. Each of Parent and the Stockholder Representative shall (i) enter into a customary engagement letter with the Independent Accountant at the time such dispute is submitted to the Independent Accountant and otherwise cooperate with the Independent Accountant, which engagement letter shall provide that the Independent Accountant shall make all calculations in accordance with the Accounting Principles even if there is a discrepancy with GAAP, (ii) have the opportunity to submit a written statement in support of their respective positions with respect to such disputed items, to provide supporting material to the Independent Accountant in defense of their respective positions with respect to such disputed items and to submit a written statement responding to the other party’s position with respect to such disputed items, and (iii) subject to customary confidentiality and indemnity agreements, provide the Independent Accountant with access to their respective books, records, personnel and representatives and such other information as the Independent Accountant may require in order to render its determination. The Independent Accountant shall be instructed to deliver to Parent and the Stockholder Representative a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Independent Accountant by Xxxxxx and the Stockholder Representative) of the Disputed Amounts within thirty (30) calendar days after its engagement, which determination shall be final and binding upon the parties to this Agreement and the Stockholders, and not subject to appeal. The fees and expenses of the Independent Accountant shall be allocated between the Stockholder Representative (on behalf of the Stockholders and at their expense, including from the Expense Fund), on the one hand, and Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to Stockholders or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Representative and Parent. For example, if the Stockholder Representative claims the Closing Consideration is $1,000 greater than the amount determined by Parent, and Parent contests only $500 of the amount claimed by the Stockholder Representative, and if the Independent Accountant ultimately resolves the dispute by awarding Parent $300 of the $500 contested, then...
