Final Determination of Purchase Price. The Purchase Price, taking into account all adjustments and prorations, will be determined finally, and additional payment by Purchaser to Seller or refund by Seller to Purchaser, as appropriate, will be made, in accordance with the following procedures: 1. Within seventy (70) days after the Closing Date, Purchaser will deliver to Seller “Purchaser’s Statement,” setting forth Buyer’s determination of the amount of the Purchase Price and the calculation thereof, taking into account all adjustments and prorations through the sixtieth (60th) day following Closing. If Seller disputes the amount of the Purchase Price determined by Purchaser, Seller shall deliver to Purchaser within fifteen (15) days after receipt of Purchaser’s Statement, “Seller’s Statement,” setting forth Seller’s determination of the final Purchaser Price. If Seller notifies Purchaser of Seller’s acceptance of Purchaser’s Statement, or if Seller otherwise fails to deliver Seller’s Statement within said fifteen (15) day period, Purchaser’s determination shall be final and payment shall be made thereon and in accordance therewith. Purchaser shall offset any debit adjustments to the Purchase Price against the Promissory Note. 2. Purchaser and Seller shall use their good faith efforts to resolve any dispute regarding the determination of the Purchase Price. If the parties are unable to resolve the dispute within fifteen (15) days following the delivery of the later of Purchaser’s Statement or Seller’s Statement, each of Purchaser and Seller shall select an independent arbitrator who shall be knowledgeable and experienced in share acquisitions, and the two (2) arbitrators so chosen shall attempt to resolve the dispute. If they are not able to do so within forty-five (45) days following the delivery of the later of Purchaser’s Statement or Seller’s Statement, as the case may be, the two (2) arbitrators shall agree upon a third (3rd) arbitrator, and the dispute shall be resolved by the decision of the majority of the arbitrators, which shall be conclusive and binding on the parties. Any fees of the arbitrators shall be split equally between the parties. All payments due under the Promissory Note shall be suspended until such time as resolution is reached, without penalty to Purchaser.
Appears in 1 contract
Samples: Share Purchase Agreement (Deep Green Waste & Recycling, Inc.)
Final Determination of Purchase Price. The (i) If the Seller Representative does not deliver an objection to the Reconciliation Statement within the sixty-day period provided in Section 2.4(b), the Reconciled Purchase Price, taking into account all adjustments and prorations, will Price shown on the Reconciliation Statement shall be determined finally, and additional payment by Purchaser deemed to Seller or refund by Seller to Purchaser, as appropriate, will be made, in accordance with the following procedures:
1. Within seventy (70) days after the Closing Date, Purchaser will deliver to Seller “Purchaser’s Statement,” setting forth Buyer’s determination of the final amount of the Purchase Price for purposes of making any adjustment required pursuant to Section 2.4(e).
(ii) If the Seller Representative delivers an objection to the Reconciliation Statement within the sixty-day period provided in Section 2.4(b) and, following good faith negotiation of the disputed items, Pioneer and the calculation thereofSeller Representative reach agreement on the amount of the Reconciled Purchase Price (whether by resolving each disputed item to their mutual satisfaction or compromising any or all disputed items), taking into account all adjustments and prorations through then the sixtieth amount of Purchase Price so agreed by them will be deemed to be the final amount of the Purchase Price for purposes of making any adjustment required pursuant to Section 2.4(e).
(60thiii) If the Seller Representative delivers an objection to the Reconciliation Statement within the sixty-day period provided in Section 2.4(b) and, following Closing. If Seller disputes good faith negotiation of the disputed items, the difference in the amount of the Purchase Price determined by Purchaser, Seller shall deliver to Purchaser within fifteen (15) days after receipt Pioneer and the amount of Purchaser’s Statement, “Seller’s Statement,” setting forth Seller’s determination of the final Purchaser Price. If Seller notifies Purchaser of Seller’s acceptance of Purchaser’s Statement, or if Seller otherwise fails to deliver Seller’s Statement within said fifteen (15) day period, Purchaser’s determination shall be final and payment shall be made thereon and in accordance therewith. Purchaser shall offset any debit adjustments to the Purchase Price against determined by the Promissory Note.
2. Purchaser and Seller Representative (after reflecting the resolution of any disputed items by the parties) is less than or equal to $75,000, then the arithmetic mean between such two amounts shall use their good faith efforts be deemed to resolve any dispute regarding be the determination final amount of the Purchase Price. Price for purposes of making any adjustment required pursuant to Section 2.4(e).
(iv) If the parties are unable Seller Representative delivers an objection to resolve the dispute Reconciliation Statement within fifteen (15the sixty-day period provided in Section 2.4(b) days and, following the delivery good faith negotiation of the later disputed items, the difference in the amount of Purchaser’s Statement or Seller’s StatementPurchase Price determined by Pioneer and the amount of the Purchase Price determined by the Seller Representative (after reflecting the resolution of any disputed items by the parties) is greater than $75,000, each then the final amount of Purchaser and Seller shall select an independent arbitrator who the Purchase Price for purposes of making any adjustment required pursuant to Section 2.4(e) shall be knowledgeable and experienced determined in share acquisitions, and the two (2) arbitrators so chosen shall attempt to resolve the dispute. If they are not able to do so within forty-five (45) days following the delivery of the later of Purchaser’s Statement or Seller’s Statement, as the case may be, the two (2) arbitrators shall agree upon a third (3rd) arbitrator, and the dispute shall be resolved by the decision of the majority of the arbitrators, which shall be conclusive and binding on the parties. Any fees of the arbitrators shall be split equally between the parties. All payments due under the Promissory Note shall be suspended until such time as resolution is reached, without penalty to Purchaseraccordance with Section 2.4(d).
Appears in 1 contract
Samples: Securities Purchase Agreement (Pioneer Drilling Co)
Final Determination of Purchase Price. (a) Within 45 days following the Closing, Parent shall prepare and deliver to Holders’ Representative a final unaudited consolidated balance sheet for the Company as of the Closing Date prepared in accordance with GAAP on a basis consistent with past practice (the “Closing Balance Sheet”). The Closing Balance Sheet shall be accompanied by Parent’s certificate (the “Purchase Price Adjustment Certificate”) setting forth Parent’s detailed calculations, derived from the Closing Balance Sheet, of the Base Purchase Price as adjusted in accordance with Section 2.4(b) and the differences, if any, between such calculations and the Estimated Purchase Price. Holders’ Representative may dispute amounts reflected on the Closing Balance Sheet and the calculations set forth on the Purchase Price Adjustment Certificate by notifying Parent in writing on or before the 30th day following its receipt thereof, which notice shall specify each item in dispute and the amount thereof, and shall set forth in reasonable detail the basis for each such dispute. In the event Holders’ Representative so notifies Parent of any such dispute, Holders’ Representative and Parent shall work together in good faith to resolve such dispute. In the event Parent and Holders’ Representative are unable to resolve such dispute within 30 days following Holders’ Representative notifying Parent of a dispute, Parent or Holders’ Representative shall submit a list of the disputed amounts and any related issues to the Company’s auditors at Ernst and Young LLP (who will serve as experts and not as arbitrators on the disputes submitted for resolution) (the “Accountants”) for resolution. Parent and the Holders’ Representative shall cause the Accountants to agree to resolve the disputed issues as promptly as possible, and in no event later than 30 days following submission to the Accountants. The decision of the Accountants shall be final and binding as to the matter(s) submitted to the Accountants for resolution. The costs of the Accountants shall be borne by the party (either Parent or the Holders) whose determination of the disputed issues was farthest from the determination made by the Accountants, or equally by Parent and the Holders if the determination by the Accountants is equidistant between the determinations of the parties. The Closing Balance Sheet, the Purchase Price Adjustment Certificate and the calculation of the adjustments to the Base Purchase Price in accordance with Section 2.4(b) shall be deemed final for all purposes hereof upon the earliest to occur of (i) the failure by Holders’ Representative to notify Parent of a dispute with respect thereto in accordance with this Section 2.6(a) within 30 days of the receipt by Holders’ Representative of the Closing Balance Sheet and Purchase Price Adjustment Certificate and (ii) the resolution of all disputes arising in accordance with this Section 2.6(a) either by Parent and Holders’ Representative or the Accountants, in which case the Closing Balance Sheet, the Purchase Price Adjustment Certificate and the calculation of the adjustments to the Base Purchase Price in accordance with Section 2.4(b) shall be as determined in accordance with such resolution of all such disputes (the Base Purchase Price, taking into account all adjustments as adjusted in accordance with Section 2.4(b) as set forth in the Purchase Price Adjustment Certificate and prorations, will be determined finally, and additional payment by Purchaser to Seller or refund by Seller to Purchaser, as appropriate, will be made, in accordance with the following procedures:resolution of any disputes arising with respect thereto under this Section 2.6(a) is referred to as the “Final Purchase Price”).
1(b) If (i) the Final Purchase Price is greater than the Estimated Purchase Price, then the Parent or the Company shall remit to the Holders’ Representative for distribution to the Holders a cash payment equal to the sum of the Final Purchase Price minus the Estimated Purchase Price, or (ii) the Final Purchase Price is less than the Estimated Purchase Price, then the Holders shall remit to Parent an amount of cash equal to the sum of the Estimated Purchase Price minus the Final Purchase Price. Within seventy (70) days after The Parent and the Closing Date, Purchaser will deliver to Seller “Purchaser’s Statement,” setting forth Buyer’s Holders’ Representative shall jointly notify the Escrow Agent as soon as practicable upon the final determination of the amount of the Final Purchase Price and shall direct the calculation thereof, taking into account all adjustments and prorations through Escrow Agent with regard to the sixtieth (60th) day following Closing. If Seller disputes the amount disbursement of the Purchase Price determined by Purchaser, Seller shall deliver to Purchaser within fifteen (15) days after receipt of Purchaser’s Statement, “Seller’s Statement,” setting forth Seller’s determination of the final Purchaser Price. If Seller notifies Purchaser of Seller’s acceptance of Purchaser’s Statement, or if Seller otherwise fails to deliver Seller’s Statement within said fifteen (15) day period, Purchaser’s determination shall be final and payment shall be made thereon and True-Up Escrow Amount in accordance therewith. Purchaser shall offset any debit adjustments to the Purchase Price against the Promissory Notewith such final determination.
2. Purchaser and Seller shall use their good faith efforts to resolve any dispute regarding the determination of the Purchase Price. If the parties are unable to resolve the dispute within fifteen (15) days following the delivery of the later of Purchaser’s Statement or Seller’s Statement, each of Purchaser and Seller shall select an independent arbitrator who shall be knowledgeable and experienced in share acquisitions, and the two (2) arbitrators so chosen shall attempt to resolve the dispute. If they are not able to do so within forty-five (45) days following the delivery of the later of Purchaser’s Statement or Seller’s Statement, as the case may be, the two (2) arbitrators shall agree upon a third (3rd) arbitrator, and the dispute shall be resolved by the decision of the majority of the arbitrators, which shall be conclusive and binding on the parties. Any fees of the arbitrators shall be split equally between the parties. All payments due under the Promissory Note shall be suspended until such time as resolution is reached, without penalty to Purchaser.
Appears in 1 contract
Final Determination of Purchase Price. The Purchase Price, taking into account all adjustments and prorations, will be determined finally, and additional payment by Purchaser to Seller or refund by Seller to Purchaser, as appropriate, will be made, in accordance with the following procedures:
1. (a) Within seventy thirty (7030) days after the Closing Date, the Purchaser shall prepare (in cooperation with representatives of the Vendor if reasonably requested by the Vendor) and deliver to the Vendor a balance sheet (the "CLOSING DATE BALANCE SHEET") showing the Net Book Value of the Business as at the Effective Time. The Purchaser will deliver to Seller “Purchaser’s Statement,” setting forth Buyer’s determination prepare the Closing Date Balance Sheet in accordance with, and on a consistent basis with, the accounting policies used in the preparation of the amount Financial Statements and the balance sheet set out in Schedule 2 to show the Estimated Net Book Value of the Purchase Price Business using the same line items as shown on the such balance sheet, including for greater certainty, Employee Accounts Receivables, Accrued Vacation Pay and Accrued Commissions and Bonus for Transferred Employees but not to include any such matter for employees who do not become Transferred Employees. For the avoidance of doubt, the Closing Date Balance Sheet will not include any Excluded Assets or liabilities of the Vendor not forming part of the Assumed Liabilities.
(b) The Closing Date Balance Sheet shall, thirty (30) days after receipt thereof by the Vendor, be binding and conclusive upon, and deemed accepted by, the Vendor unless the Vendor shall have notified the Purchaser in writing within such thirty (30) days of any objection thereto (the "VENDOR OBJECTION"). The Vendor Objection shall set forth a specific description of the basis of the Vendor Objection and the calculation thereof, taking into account all nature of adjustments and prorations through to the sixtieth Closing Date Balance Sheet that the Vendor believes should be made. Any items not specifically disputed during the said thirty (60th30) day following Closing. If Seller disputes period shall be deemed to have been accepted by the amount of the Purchase Price determined by Purchaser, Seller Vendor.
(c) The Purchaser shall deliver to Purchaser within then have fifteen (15) days after receipt of Purchaser’s Statementto notify the Vendor that the Purchaser objects to Vendor Objection, “Seller’s Statement,” setting forth Seller’s determination of failing which the final Purchaser Priceshall be deemed to accept same. If Seller notifies Purchaser of Seller’s acceptance of Purchaser’s Statement, or if Seller otherwise fails to deliver Seller’s Statement within said fifteen (15) day period, Purchaser’s determination shall be final and payment shall be made thereon and in accordance therewith. Purchaser shall offset any debit adjustments to the Purchase Price against the Promissory Note.
2. Purchaser and Seller shall use their good faith efforts parties hereto are unable to resolve any dispute regarding the determination of the Purchase Price. If the parties are unable to resolve the dispute within fifteen thirty (1530) days following the delivery Purchaser's receipt of the later Vendor Objection, they shall refer the remaining differences to Deloitte & Touche, or such other firm of Purchaser’s Statement or Seller’s Statementaccountants acceptable to the Purchaser and the Vendor, each of Purchaser and Seller shall select an independent arbitrator who acting reasonably, (the "ACCOUNTING FIRM") for decision, which decision shall be knowledgeable and experienced in share acquisitions, and the two (2) arbitrators so chosen shall attempt to resolve the dispute. If they are not able to do so within forty-five (45) days following the delivery of the later of Purchaser’s Statement or Seller’s Statement, as the case may be, the two (2) arbitrators shall agree upon a third (3rd) arbitrator, and the dispute shall be resolved by the decision of the majority of the arbitrators, which shall be conclusive final and binding on the parties. Any fees of the arbitrators The procedure and schedule under which any dispute shall be split equally between submitted to the parties. All payments due under the Promissory Note Accounting Firm shall be suspended until such time as resolution is reachedfollows:
(i) within thirty-five (35) days following the Vendor Objection under paragraph (b) of this Section 4.6 above, without penalty the Vendor shall submit any unresolved elements of its objection to the Accounting Firm in writing (with a copy to the Purchaser.), supported by any
Appears in 1 contract
Samples: Asset Purchase Agreement (McSi Inc)
Final Determination of Purchase Price. The (i) If the Seller Representative does not deliver an objection to the Reconciliation Statement within the thirty-day period provided in Section 2.4(b) or if the Seller Representative delivers a written notice accepting the Reconciliation Statement prior to the end of the thirty-day period, the Reconciled Purchase PricePrice shown on the Reconciliation Statement shall be deemed to be the final amount of the Purchase Price for purposes of making any adjustment required pursuant to Section 2.4(e).
(ii) If the Seller Representative delivers an objection to the Reconciliation Statement within the thirty-day period provided in Section 2.4(b) and, taking into account following good faith negotiation of the disputed items, Encore and the Seller Representative reach agreement on the amount of the Reconciled Purchase Price (whether by resolving each disputed item to their mutual satisfaction or compromising any or all adjustments and prorationsdisputed items), will be determined finally, and additional payment by Purchaser to Seller or refund by Seller to Purchaser, as appropriate, will be made, in accordance with the following procedures:
1. Within seventy (70) days after the Closing Date, Purchaser will deliver to Seller “Purchaser’s Statement,” setting forth Buyer’s determination of then the amount of the Purchase Price and so agreed by them will be deemed to be the calculation thereoffinal amount of the Purchase Price for purposes of making any adjustment required pursuant to Section 2.4(e).
(iii) If the Seller Representative delivers an objection to the Reconciliation Statement within the thirty-day period provided in Section 2.4(b) and, taking into account all adjustments and prorations through following good faith negotiation of the sixtieth (60th) day following Closing. If Seller disputes disputed items, the difference in the amount of the Purchase Price determined by Purchaser, Seller shall deliver to Purchaser within fifteen (15) days after receipt Encore and the amount of Purchaser’s Statement, “Seller’s Statement,” setting forth Seller’s determination of the final Purchaser Price. If Seller notifies Purchaser of Seller’s acceptance of Purchaser’s Statement, or if Seller otherwise fails to deliver Seller’s Statement within said fifteen (15) day period, Purchaser’s determination shall be final and payment shall be made thereon and in accordance therewith. Purchaser shall offset any debit adjustments to the Purchase Price against determined by the Promissory Note.
2. Purchaser and Seller Representative (after reflecting the resolution of any disputed items by the parties) is less than or equal to $100,000, then the arithmetic mean between such two amounts shall use their good faith efforts be deemed to resolve any dispute regarding be the determination final amount of the Purchase Price. Price for purposes of making any adjustment required pursuant to Section 2.4(e).
(iv) If the parties are unable Seller Representative delivers an objection to resolve the dispute Reconciliation Statement within fifteen (15the thirty-day period provided in Section 2.4(b) days and, following the delivery good faith negotiation of the later disputed items, the difference in the amount of Purchaser’s Statement or Seller’s StatementPurchase Price determined by Encore and the amount of the Purchase Price determined by the Seller Representative (after reflecting the resolution of any disputed items by the parties) is greater than $100,000, each then the final amount of Purchaser and Seller shall select an independent arbitrator who the Purchase Price for purposes of making any adjustment required pursuant to Section 2.4(e) shall be knowledgeable and experienced determined in share acquisitions, and the two (2) arbitrators so chosen shall attempt to resolve the dispute. If they are not able to do so within forty-five (45) days following the delivery of the later of Purchaser’s Statement or Seller’s Statement, as the case may be, the two (2) arbitrators shall agree upon a third (3rd) arbitrator, and the dispute shall be resolved by the decision of the majority of the arbitrators, which shall be conclusive and binding on the parties. Any fees of the arbitrators shall be split equally between the parties. All payments due under the Promissory Note shall be suspended until such time as resolution is reached, without penalty to Purchaseraccordance with Section 2.4(d).
Appears in 1 contract
Samples: Securities Purchase Agreement (Encore Capital Group Inc)
Final Determination of Purchase Price. The Purchase Price(a) As promptly as practicable, taking into account all adjustments and prorations, will be determined finally, and additional payment by Purchaser to Seller or refund by Seller to Purchaser, as appropriate, will be made, but in accordance with the following procedures:
1. Within seventy no event later than ninety (7090) days after the Closing Date, Purchaser will the Buyer shall prepare and deliver to Seller “Purchaser’s the Seller, a statement (the "Closing Statement,” ") setting forth Buyer’s determination its calculation of the amount of Closing Working Capital and the Purchase Price (the "Closing Values").
(b) At and from the time of the delivery of the Closing Statement to Seller until the due date of the Objection Notice, the Buyer shall permit the Seller and the calculation thereofSeller's representatives to have, taking into account all adjustments at any reasonable time or times requested by the Seller or the Seller's representatives, access to the books and prorations through records used to prepare the sixtieth (60th) day following ClosingClosing Statement. If the Seller disputes disagrees with the amount Buyer's calculation of the Purchase Price determined by PurchaserClosing Values as set forth on the Closing Statement, the Seller will notify the Company in writing of such disagreement (the "Objection Notice") (such Objection Notice setting forth the basis for such disagreement in reasonable detail) within thirty (30) days after the Company's delivery of the Closing Statement to the Seller, setting forth the Seller's calculation of the Closing Values. The Objection Notice shall specifically state and shall only state those items or amounts as to which the Seller disagrees and the basis of such disagreement, and the Seller shall deliver be deemed to Purchaser have agreed with all other items and amounts contained in the calculation of the Closing Values or otherwise set forth on the Closing Statement. If an Objection Notice is not delivered within such time period, then the calculations set forth in the Closing Statement shall be conclusive and binding upon the Seller and the Seller's affiliates. The Seller and the Buyer thereafter shall negotiate in good faith to resolve any such disagreements with respect to the computation of the Closing Values. If the Seller and the Buyer are unable to resolve any such disagreements within fifteen (15) days after receipt of Purchaser’s Statement, “Seller’s Statement,” setting forth Seller’s determination of the final Purchaser Price. If Seller notifies Purchaser of Seller’s acceptance of Purchaser’s Statement, or if Seller otherwise fails to deliver Seller’s Statement within said fifteen (15) day period, Purchaser’s determination shall be final and payment shall be made thereon and in accordance therewith. Purchaser shall offset any debit adjustments to the Purchase Price against the Promissory Note.
2. Purchaser and Seller shall use their good faith efforts to resolve any dispute regarding the determination of the Purchase Price. If the parties are unable to resolve the dispute within fifteen (15) days following the delivery of the later of Purchaser’s Statement or Seller’s Statement, each of Purchaser and Seller shall select an independent arbitrator who shall be knowledgeable and experienced in share acquisitions, and the two (2) arbitrators so chosen shall attempt to resolve the dispute. If they are not able to do so within forty-five (45) days following the delivery of the later of Purchaser’s Statement or Seller’s Statement, as the case may be, the two (2) arbitrators shall agree upon a third (3rd) arbitrator, and the dispute shall be resolved by the decision of the majority of the arbitrators, which shall be conclusive and binding on the parties. Any fees of the arbitrators shall be split equally between the parties. All payments due under the Promissory Note shall be suspended until such time as resolution is reached, without penalty to Purchaser.after
Appears in 1 contract
Final Determination of Purchase Price. The Purchase Price, taking into account all adjustments and prorations, will be determined finally, and additional payment by Purchaser to Seller or refund by Seller to Purchaser, As soon as appropriate, will be made, practicable following the Closing Date but in accordance with the following procedures:
1. Within seventy (70) any event not more than 90 days after the Closing Date, Purchaser will deliver Buyer or its representative shall prepare a balance sheet of the Company, dated the Closing Date (the "Closing Balance Sheet"), and statements of income and retained earnings covering the period from July 1, 1999 to Seller “Purchaser’s the Closing Date (the "Closing Date Financial Statements"). The Closing Date Financial Statements shall be prepared in conformity with GAAP. Based upon the Closing Date Financial Statements, Buyer shall prepare a statement (the "Purchase Price Statement,” ") setting forth Buyer’s determination of the amount calculation of the Purchase Price and the calculation thereofDeferred Purchase Price and deliver the Purchase Price Statement to Willxxx X. Xxxxxxx, taking into account all adjustments xx his capacity as representative of each of and prorations through for the sixtieth accounts of the Shareholders (60ththe "Shareholders' Agent"). Shareholders' Agent will then have fifteen (15) day following Closing. If Seller disputes business days from the amount date of receipt of the Purchase Price determined by Purchaser, Seller shall deliver Statement to Purchaser within fifteen (15) days after receipt of Purchaser’s object to any items or calculations on the Purchase Price Statement, “Seller’s Statement,” setting forth Seller’s determination of the final Purchaser Price. If Seller notifies Purchaser of Seller’s acceptance of Purchaser’s Statement, or if Seller otherwise fails to deliver Seller’s Statement within said fifteen (15) day period, Purchaser’s determination shall be final and payment shall be made thereon and in accordance therewith. Purchaser shall offset any debit adjustments Shareholders' Agent does not object to the Purchase Price against the Promissory Note.
2. Purchaser Statement within such 15-day period, such Purchase Price Statement shall be deemed final and Seller shall use their good faith efforts conclusive with respect to resolve any dispute regarding the determination of the Purchase PricePrice and the Deferred Purchase Price and shall be binding on all parties hereto, including all Shareholders, for such purpose. If In the event that Shareholders' Agent objects to any item or calculation on the Purchase Price Statement and such objection cannot be resolved by the parties are unable to resolve the dispute hereto within fifteen (15) twenty business days following the delivery of the later of Purchaser’s Statement or Seller’s Statementsuch objection, each of Purchaser and Seller shall select an independent arbitrator who shall be knowledgeable and experienced in share acquisitions, and the two (2) arbitrators so chosen shall attempt to resolve the dispute. If they are not able to do so within forty-five (45) days following the delivery of the later of Purchaser’s Statement or Seller’s Statement, as the case may be, the two (2) arbitrators shall agree upon a third (3rd) arbitrator, and the dispute such objection shall be resolved by Arthxx Xxxexxxx XXX (the decision "Arbitrating Accountant"), who shall resolve all such objections as soon as practicable and make any necessary changes or revisions to the Purchase Price Statement. In resolving such objections, the Arbitrating Accountant shall determined whether the Purchase Price Statement was prepared in accordance with this Agreement and whether the Closing Date Financial Statements upon which the Purchase Price Statement was based were prepared in conformity with GAAP. Within five days of completion, the Arbitrating Accountant shall deliver the Purchase Price Statement to Buyer and Shareholders' Agent. The Purchase Price Statement as finalized by the Arbitrating Accountant shall be deemed final and conclusive with respect to the determination of the majority Purchase Price and the Deferred Purchase Price and shall be binding on all the parties hereto, including all Shareholders, for such purposes. The fees and expenses of the arbitrators, which Arbitrating Accountant in resolving all such objections shall be conclusive and binding borne one-half by Buyer, on the parties. Any fees of one hand, and one-half by the arbitrators shall Shareholders on the other hand, and such one-half may be split equally between deducted by Buyer pro rata based on the parties. All payments due under percentage interests in the Promissory Note shall be suspended until such time as resolution is reached, without penalty Company from the Deferred Purchase Price remaining payable to Purchaserall Shareholders.
Appears in 1 contract
