Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over t...
Objections; Resolution of Disputes. (1) Unless Purchaser notifies Parent in writing within 30 days after Parent's delivery of the Statement of any objection to any component of the computation of Closing Working Capital set forth therein (the "NOTICE OF OBJECTION"), such computation shall be final and binding. During such 30-day period Purchaser and its representatives shall be permitted to review the working papers of Parent relating to the Statement. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein and shall include a special purpose report of Deloitte & Touche ("PURCHASER'S ACCOUNTANTS") stating that they concur with the matters set forth in such Notice of Objection and that such Notice of Objection has been prepared in accordance with this Section 1.07. Any Notice of Objection shall include only objections based on (i) mathematical errors in the computation of Closing Working Capital or (ii) Closing Working Capital not having been calculated in accordance with the consistent application of the accounting principles, practices, methodologies and policies used in the preparation of the Balance Sheet (after taking into consideration the provisions of Schedule 1.07). Parent and Purchaser acknowledge that (i) the sole purpose of the determination of Closing Working Capital is to adjust the Closing Date Payment so as to reflect the change in Working Capital resulting only from the operation of the business of the Company and its subsidiaries and (ii) such change can be measured only if the calculation is done using the same accounting principles, practices, methodologies and policies as those used in preparing the Balance Sheet (except as provided on Schedule 1.07).
(2) If Purchaser provides the Notice of Objection to Parent within such 30-day period, Purchaser and Parent shall, during the 15-day period following Parent's receipt of the Notice of Objection, attempt in good faith to resolve Purchaser's objections. During such 15-day period, Parent and its representatives shall be permitted to review the working papers of Purchaser and Purchaser's Accountants relating to the Notice of Objection and the basis therefor. If Purchaser and Parent are unable to resolve all such objections within such 15-day period, the matters remaining in dispute shall be submitted to Xxxxxx Xxxxxxxx (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Purchaser and Parent and, if Purchaser and Paren...
Objections; Resolution of Disputes. (i) Unless Seller notifies Purchaser in writing (A) within 30 days after Seller’s receipt of (I) the Final Closing Inventory Statement of any objection to the computation of Closing Inventory set forth therein, or (II) the Final Closing Trade Deduction Statement of any objection to the computation of Closing Trade Deductions set forth therein, or (B) within 15 days after Seller’s receipt of (I) a Quarterly Returns Statement of any objection to the computation of Quarterly Returns set forth therein, or (II) the Government Rebates Statement of any objection to the computation of the Seller Rebate Amount (in each case, as applicable, (x) a “Notice of Objection”, (y) such 30-day or 15-day period, the “Objection Period”), and (z) as the context so requires, the party sending the Notice of Objection, the “Objecting Party”, and the party receiving the Notice of Objection, the “Receiving Party”), the applicable Final Closing Statement shall become final and binding at the end of such Objection Period. During such Objection Period, the Objecting Party and its representatives shall be permitted to review the working papers of the Receiving Party relating to the applicable Final Closing Statement. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein and shall be executed by a duly authorized officer of the Objecting Party.
(ii) If the Objecting Party provides the applicable Notice of Objection to the Receiving Party during the applicable Objection Period, Purchaser and Seller shall, during the 30-day period following the Receiving Party’s receipt of the Notice of Objection, attempt in good faith to resolve the Objecting Party’s objections. During such 30-day period, the Receiving Party and its representatives shall be permitted to review the working papers of the Objecting Party and its accountants relating to the Notice of Objection and the basis therefor. If Seller and Purchaser are unable to resolve all such objections with respect to the disputed matters within such 30 day period, the matters remaining in dispute shall be submitted to Ernst & Young (or, if such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Purchaser and Seller and, if Purchaser and Seller are unable to so agree within 10 days after the end of such 30 day period, then Purchaser and Seller shall each select such a firm and such firms shall jointly select a third nationally recognized firm (s...
Objections; Resolution of Disputes. (a) Unless Seller notifies Buyer in writing within sixty (60) days after Buyer’s delivery of the results of Buyer’s calculations under Sections 2.6 and 2.7 and the accompanying schedules of any objection to any component of the calculation (the “Notice of Objection”), the calculation shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein.
(b) If Seller provides the Notice of Objection to Buyer within such sixty (60)-day period, Seller and Buyer shall, during the thirty (30)-day period following Buyer’s receipt of the Notice of Objection, attempt in good faith to resolve Seller’s objections. If Seller and Buyer are unable to resolve all such objections within such thirty (30)-day period, the matters remaining in dispute shall be submitted to the accountancy firm of Xxxxx Xxxxxxxx LLP (the “Independent Expert”). The Parties shall instruct the Independent Expert to render its reasoned written decision, based solely on written submissions and discussions with the Parties, as promptly as practicable but in no event later than sixty (60) days after its notification. The resolution of disputed items by the Independent Expert shall be final and binding, and the determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. The fees and expenses of the Independent Expert shall be borne by the party whose calculation amount is farther away from the Independent Expert’s calculation amount.
Objections; Resolution of Disputes. (i) Except as to objections duly set forth in any Notice of Objection made within 60 days after the receipt of the Final Closing Statement, the Final Closing Statement shall be final and binding for all purposes of this Agreement.
(ii) If the Sellers' Representative provides the Notice of Objection within such 60-day period, the Buyer and the Sellers' Representative shall, during the 30-day period following the delivery of such Notice of Objection, attempt in good faith to resolve the objections. If the Buyer and the Sellers' Representative are unable to resolve all such objections within such period, the matters remaining in dispute and which were properly included in the Notice of Objection shall be arbitrated by Ernst & Young LLP, or KPMG LLP, if Ernst & Young LLP is unwilling or unable to perform such services (such determining firm being the "INDEPENDENT AUDITOR"). The arbitration of disputed items by the Independent Auditor shall be final and binding, and the determination of the Independent Auditor shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. The Buyer and the Sellers' Representative shall instruct the Independent Auditor to render its decision within 30 days of its selection.
(iii) In the event that the Independent Auditor resolves all disputes presented to it entirely in the manner proposed by the Buyer or the Seller's Representative, as the case may be, the fees and expenses of the Independent Auditor relating to the resolution of such dispute shall be paid by the other party. In all other events, the fees and expenses of the Independent Auditor shall be shared (with respect to the Sellers, pro rata in accordance with their Percentage Interests) in the same proportion that the Sellers' Representative's position, on the one hand, and the Buyer's position, on the other hand, initially presented to the Independent Auditor (based on the aggregate of all differences taken as a whole) bear to the final resolution as determined by the Independent Auditor.
Objections; Resolution of Disputes. Any objections and resolutions of disputes with respect to the Del-Tin Closing Date Statement will be made in accordance with the procedures and principles contained in Section 2.03 as if the Del-Tin Closing Date Statement were the Closing Date Statement and the Del-Tin Closing Net Working Capital were the Closing Net Working Capital.
Objections; Resolution of Disputes. During the 30-day period following Purchaser’s receipt of the Statement, Purchaser and its independent auditors shall be permitted to review the working papers relating to the Statement. The Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Purchaser gives written notice of its disagreement with the Statement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on Closing Working Capital not being calculated in accordance with this Section 2.03, (iii) be accompanied by a certificate of Purchaser that it has complied with Section 2.03(e) and (iv) be accompanied by a certificate of Purchaser’s independent auditors that they concur with each of the positions taken by
Objections; Resolution of Disputes. Unless Buyer notifies Seller in writing within twenty (20) days after Buyer's receipt of the Closing Date Net Working Capital Statement of any objection to the valuation of the Closing Date Net Working Capital set forth therein (the "Notice of Objection"), such valuation shall be final and binding. During such twenty (20) day period, Buyer
Objections; Resolution of Disputes. (i) Unless Stockholder notifies Buyer in writing within 30 days after Buyer's delivery of the Statement of any objection to the computation of Closing Date Working Capital set forth therein (the "Notice of Objection"), the Statement shall become final and
Objections; Resolution of Disputes. Unless Seller notifies Buyer in writing within 30 days after Buyer’s delivery of the Deferred Liability Adjustment Statement of any objection to the computation of the Deferred Liability Adjustment set forth therein (a “Notice of Objection”), the Deferred Liability Adjustment Statement delivered pursuant to Section 2.05(c) shall be final and binding. During such 30-day period, Seller and their representatives shall be permitted to review the work papers of Buyer relating to the Deferred Liability Adjustment Statement. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein and shall include only objections based on mathematical errors in the computation of the Deferred Liability Adjustment Amount. Any Notice of Objection shall be resolved in accordance with the procedures regarding the resolution of Closing Working Capital in Section 2.04(d).
