Common use of NET WORTH ADJUSTMENT REVIEW Clause in Contracts

NET WORTH ADJUSTMENT REVIEW. Seller will prepare the Closing Balance Sheet and the Net Worth Adjustment and deliver the same to Buyer not later than thirty (30) days after the Closing, together with a written certification that such have been prepared and calculated in accordance herewith. Thereafter, Buyer's Chief Financial Officer and Buyer's independent accountants will conduct a review of these items, and Buyer will notify Seller not later than thirty (30) days after receipt thereof, as to whether they are acceptable to Buyer. If Buyer objects to the Closing Balance Sheet or the Net Worth Adjustment and Buyer and Seller are able to resolve their dispute within fifteen (15) days after Buyer's objection, the Net Worth Adjustment (reflecting the resolution) will become final and binding on the parties. If Buyer and Seller are unable to resolve their dispute within fifteen (15) days after Buyer's objection, the dispute will be resolved by a "Big Five" national accounting firm mutually agreeable to the parties (the "Independent Accountants"). The Independent Accountants will be instructed to perform their services as expeditiously as possible and the resolution of the Independent Accountants shall be final and binding on the parties. The fees and expenses of the Independent Accountants for the resolution of the dispute shall be shared by Buyer and Seller in inverse proportion to the respective amounts of the disputed matters which are resolved in its favor.

NET WORTH ADJUSTMENT REVIEW. Seller will prepare the Closing Balance Sheet and the Net Worth Adjustment and deliver the same to Buyer not later than thirty (30) days after the Closing, together with a written certification that such have been prepared and calculated in accordance herewith. Thereafter, Buyer's Chief Financial Officer and Buyer's independent accountants will conduct a review of these items, and Buyer will notify Seller not later than thirty (30) days after receipt thereof, as to whether they are acceptable to Buyer. If Buyer objects to the Closing Balance Sheet or the Net Worth Adjustment ( which objection shall be reasonably specific with respect to the items or amounts Buyer asserts are incorrect) and Buyer and Seller are able to resolve their dispute within fifteen (15) days after Buyer's objection, the Net Worth Adjustment (reflecting the resolution) will become final and binding on the parties. If Buyer and Seller are unable to resolve their dispute within fifteen (15) days after Buyer's objection, the dispute will be resolved by a "Big Five" national accounting firm mutually agreeable to the parties (the "Independent AccountantsINDEPENDENT ACCOUNTANTS"). The Independent Accountants will be instructed to perform their services as expeditiously as possible and the resolution of the Independent Accountants shall be final and binding on the parties. The fees and expenses of the Independent Accountants for the resolution of the dispute shall be shared by Buyer and Seller in inverse proportion to the respective amounts of the disputed matters which are resolved in its favor.

NET WORTH ADJUSTMENT REVIEW. Seller will prepare the Closing Balance Sheet and the Net Worth Adjustment and deliver the same to Buyer not later than thirty (30) days after the Closing, together with a written certification that such have been prepared and calculated in accordance herewith. Thereafter, Buyer's Chief Financial Officer and Buyer's independent accountants will conduct a review of these items, and Buyer will notify Seller not later than thirty (30) days after receipt thereof, as to whether they are acceptable to Buyer. If Buyer objects to the Closing Balance Sheet or the Net Worth Adjustment and Buyer and Seller are able to resolve their dispute within fifteen (15) days after Buyer's objection, the Net Worth Adjustment (reflecting the resolution) will become final and binding on the parties. If Buyer and Seller are unable to resolve their dispute within fifteen (15) days after Buyer's objection, the dispute will be resolved by a "Big FiveSix" national accounting firm mutually agreeable to the parties (the "Independent Accountants"). The Independent Accountants will be instructed to perform their services as expeditiously as possible and the resolution of the Independent Accountants shall be final and binding on the parties. The fees and expenses of the Independent Accountants for the resolution of the dispute shall be shared by Buyer and Seller in inverse proportion to the respective amounts of the disputed matters which are resolved in its favor.

NET WORTH ADJUSTMENT REVIEW. Seller will prepare the Closing Effective Date Balance Sheet and the Net Worth Adjustment and deliver the same to Buyer not later than thirty (30) days after the Closing, together with a written certification that such have been prepared and calculated in accordance herewith. Thereafter, Buyer's Chief Financial Officer and Buyer's independent accountants will conduct a review of these items, and Buyer will notify Seller not later than thirty (30) days after receipt thereof, as to whether they are acceptable to Buyer. If Buyer objects to the Closing Effective Date Balance Sheet or the Net Worth Adjustment and Buyer and Seller are able to resolve their dispute within fifteen (15) days after Buyer's objection, the Net Worth Adjustment (reflecting the resolution) will become final and binding on the parties. If Buyer and Seller are unable to resolve their dispute within fifteen (15) days after Buyer's objection, the dispute will be resolved by a "Big Five" national accounting firm mutually agreeable to the parties (the "Independent Accountants"). The Independent Accountants will be instructed to perform their services as expeditiously as possible and the resolution of the Independent Accountants shall be final and binding on the parties. The fees and expenses of the Independent Accountants for the resolution of the dispute shall be shared by Buyer and Seller in inverse proportion to the respective amounts of the disputed matters which are resolved in its favor.