Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer.
Appears in 9 contracts
Samples: Stock Purchase Agreement (Bio Key International Inc), Stock Purchase Agreement (BurgerFi International, Inc.), Stock Purchase Agreement (BurgerFi International, Inc.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Sellers and Buyer.
Appears in 9 contracts
Samples: Equity Purchase Agreement (OneWater Marine Inc.), Stock Purchase Agreement (LifeMD, Inc.), Purchase Agreement (Orbital Energy Group, Inc.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer.
Appears in 8 contracts
Samples: Asset Purchase Agreement (Friedman Industries Inc), Intellagents, LLC Asset Purchase Agreement (LZG International, Inc.), Asset Purchase Agreement (Kindcard, Inc.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand, and by BuyerPurchaser, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or BuyerPurchaser, respectively, bears to the aggregate amount actually contested by Seller and BuyerPurchaser.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Global Consumer Acquisition Corp), Membership Interest Purchase Agreement (MedMen Enterprises, Inc.), Membership Interest Purchase Agreement (MedMen Enterprises, Inc.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerXxxxxx, on the one hand, and by BuyerXxxxx, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller Xxxxxx and Buyer.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Unitil Corp), Membership Interest Purchase Agreement (Kingsway Financial Services Inc), Securities Purchase Agreement (Akerna Corp.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSeller Representative, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Representative or Buyer, respectively, bears to the aggregate amount actually contested by Seller Representative and Buyer.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Gse Systems Inc), Membership Interest Purchase Agreement (Gse Systems Inc), Stock Purchase Agreement (Gse Systems Inc)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall will be paid by Seller, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer, respectively.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Lantheus Holdings, Inc.), Asset Purchase Agreement (Lantheus Holdings, Inc.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSeller Representative on behalf of Sellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Representative on behalf of Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Representative and Buyer.. (v)
Appears in 2 contracts
Samples: Securities Purchase Agreement (Titan Machinery Inc.), Securities Purchase Agreement (Titan Machinery Inc.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Sellerthe Sellers, on the one hand, and by the Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the Sellers or the Buyer, respectively, bears to the aggregate amount actually contested by Seller the Sellers and the Buyer. Any such fees and expenses payable by the Sellers shall be split on a Pro Rata Basis amongst the Sellers.
Appears in 2 contracts
Samples: Employment Agreement (1847 Goedeker Inc.), Employment Agreement (1847 Goedeker Inc.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand, (A) Vendor and by Buyer, on the other hand, (B) Purchaser based upon the percentage that the amount actually contested but not awarded to Seller Vendor or BuyerPurchaser, respectively, bears to the aggregate amount actually contested by Seller Vendor and BuyerPurchaser.
Appears in 2 contracts
Samples: Share Purchase Agreement (Vision Marine Technologies Inc.), Share Purchase Agreement (Vision Marine Technologies Inc.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSellers from the Seller Representative Reserve to the extent of its balance, and thereafter shall be paid by Sellers based on their respective Pro Rata Percentages, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Sellers and Buyer.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Cinedigm Corp.), Equity Purchase Agreement (Cinedigm Corp.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Sellers and Buyer.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Addvantage Technologies Group Inc), Asset Purchase Agreement (Gulf Island Fabrication Inc)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSellers, on the one hand, and by BuyerXxxxx, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Xxxxxxx and Buyer.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Kingsway Financial Services Inc), Membership Interest Purchase Agreement (Freedom Holding Corp.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Sellerthe Sellers, on the one hand, and by Buyer, on the other hand, based upon an equitable allocation reflecting the percentage that relative disparity between the amount each party claimed to be appropriate and the amount actually contested but not awarded determined by the Independent Accountant. In the event the parties are unable to Seller or Buyerdetermine the equitable allocation, respectively, bears to the aggregate amount actually contested by Seller and BuyerIndependent Accountant will do so.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Red Lion Hotels CORP)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that of the amount actually contested but Disputed Amounts not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller and BuyerDisputed Amounts.
Appears in 1 contract
Fees of the Independent Accountant. The reasonable fees and expenses of the Independent Accountant shall be paid by SellerEquityholders, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Equityholders or Buyer, respectively, bears to the aggregate amount actually contested by Seller Equityholders and Buyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (MedMen Enterprises, Inc.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Sellerthe Sellers, on the one hand, and by Buyerthe Purchaser, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the Sellers or Buyerthe Purchaser, respectively, bears to the aggregate amount actually contested by Seller the Sellers and Buyerthe Purchaser.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bridgeline Digital, Inc.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Sellerthe Shareholder Representative, on the one hand, and by BuyerParent, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyerthe Shareholder Representative.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by each Seller, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to such Seller or Buyer, respectively, bears to the aggregate amount actually contested by such Seller and Buyer.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSeller and/or the Shareholders, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSxxxxx, on the one hand, and by BuyerBxxxx, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller Sxxxxx and Buyer.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (GameSquare Holdings, Inc.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Seller, jointly and severally, on the one hand, and by Buyerthe Purchaser, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears in proportion to the aggregate amount actually contested amounts by Seller which the Seller’s and BuyerPurchaser’s respective proposals of the Disputed Amounts differed from the Independent Accountant’s final determination thereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Vahanna Tech Edge Acquisition I Corp.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Sellerthe objecting Sellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller such Sellers and Buyer. For the avoidance of doubt, a Seller that did not submit a Statement of Objections shall not be responsible for any fees and expenses of the Independent Accountant.
Appears in 1 contract
Samples: Share Purchase Agreement (Eyegate Pharmaceuticals Inc)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller Sellers and Buyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Information Analysis Inc)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller Sxxxxx and Buyer.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Seller, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Seller or Buyer, respectively, bears to the aggregate amount actually contested by the Seller and Buyer.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Sellerthe Sellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Sellers and Buyer. Buyer and the Sellers’ Representative shall instruct the Independent Accounting Firm to determine the amount of fees and expenses due from the Parties in the Independent Accountant’s final determination pursuant to this Section 2.04(c)(iv).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Computer Programs & Systems Inc)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand, and by BuyerBuyers, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or BuyerBuyers, respectively, bears to the aggregate amount actually contested by Seller and BuyerBuyers.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (Endo International PLC)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant arising out of disputes related to this Section 2.8 shall be paid by SellerSellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Sellers and Buyer.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Sellerthe Representative, solely on behalf of the one handHolders, and by Buyer, on the other hand, Parent based upon the percentage that the amount actually contested but not awarded to Seller the Representative or BuyerParent, respectively, bears to the aggregate amount actually contested by Seller the Representative and BuyerParent, respectively.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer.. (v)
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Sellerthe Members, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the Members or Buyer, respectively, bears to the aggregate amount actually contested by Seller the Members and Buyer.
Appears in 1 contract
Samples: Equity Purchase Agreement
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Representative and Buyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Eyegate Pharmaceuticals Inc)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Sunworks, Inc.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerPurchaser, on the one hand, and by BuyerOwner, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Purchaser or BuyerOwner, respectively, bears to the aggregate amount actually contested by Seller and BuyerPurchaser or Owner.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Unrivaled Brands, Inc.)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested in the Statement of Objections by Seller and BuyerSellers in respect of such Disputed Amounts, as determined by the Independent Accountant.
Appears in 1 contract
Samples: Asset Purchase Agreement
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Sellerthe Seller and the Stockholders, on the one hand, and by the Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Seller or the Buyer, respectively, bears to the aggregate amount actually contested by the Seller and the Buyer.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand, Holder Representative and by Buyer, on the other hand, Purchaser based upon the percentage that the amount actually contested but not awarded to Seller the Holder Representative or BuyerPurchaser, respectively, bears to the aggregate amount actually contested by Seller the Holder Representative and BuyerPurchaser, respectively.
Appears in 1 contract
Samples: Share Purchase Agreement
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, the Member Representative (on behalf of the Member) on the one hand, and by BuyerHoldings, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the Member Representative or BuyerHoldings, respectively, bears to the aggregate amount actually contested by Seller the Member Representative and BuyerHoldings.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Sellerthe Companies or by Seller Representative on behalf of the Companies, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the Companies or Buyer, respectively, bears to the aggregate amount actually contested by Seller the Companies and Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cross Country Healthcare Inc)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, Sellers on the one hand, and by Buyer, Buyer on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Sellers’ Representative and Buyer.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerXxxxxxx, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Representative and Buyer.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller and BuyerBuyer Parties.
Appears in 1 contract
Samples: Membership Interest Purchase and Contribution Agreement (Salona Global Medical Device Corp)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSellers (jointly and severally), on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Sellers’ Representative and Buyer.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Sellerthe Sellers’ Representative, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Sellers’ Representative and Buyer.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Sellerthe Sellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the Sellers’ Representative or Buyer, respectively, bears to the aggregate amount actually contested by Seller the Sellers’ Representative and Buyer. Any such fees and expenses payable by the Sellers shall be paid to Buyer within 10 Business Days of the decision and Buyer shall be responsible for paying any and all fees and expenses due to the Independent Accountant.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Fusion Telecommunications International Inc)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand, Seller and by Buyer, on the other hand, Purchasers based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, Purchaser’s respectively, bears to the aggregate amount actually contested by Seller and BuyerPurchaser.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Sellerthe Sellers, on the one hand, and by the Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller the Sellers or the Buyer, respectively, bears to the aggregate amount actually contested by Seller the Sellers and the Buyer.
Appears in 1 contract
Samples: Intricon Corp
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested contested, but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyerthem.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Seller Representative and Buyer. Any fees owed by Sellers to the Independent Accountant shall be paid by Buyer, and Buyer shall deduct a number of Holdback Shares equal to amount of such fees and expenses pursuant to Section 2.06.
Appears in 1 contract
Samples: Stock Purchase Agreement (Eyegate Pharmaceuticals Inc)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSeller Representative, on the one hand, and by BuyerXxxxx, on the other hand, based upon in the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyersame manner as provided in Section 2.05(c)(iv).
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerSellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Representative (on behalf of the Sellers) or Buyer, respectively, bears to the aggregate amount actually contested by Seller Representative (on behalf of the Sellers) and Buyer, which allocation of fees and expenses shall be determined by the Independent Accountant.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerMilestone Sellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Representative (on behalf of Milestone Sellers) or Buyer, respectively, bears to the aggregate amount actually contested by Seller Representative (on behalf of Milestone Sellers) and Buyer, such allocation to be determined by the Independent Accountants.
Appears in 1 contract
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by SellerCompany Member, on the one hand, and by BuyerParent, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Company Member or BuyerParent, respectively, bears to the aggregate amount actually contested by Seller Company Member and BuyerParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National CineMedia, LLC)
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller Xxxxxx and Buyer.
Appears in 1 contract