Common use of Post-Closing Adjustment Disputes Clause in Contracts

Post-Closing Adjustment Disputes. The Closing Date Balance Sheet shall be final and binding upon the parties unless the Selling Parties’ Representative provides Parent with a written notice of dispute (a “Dispute Notice”) with respect to the Closing Date Balance Sheet, identifying with specificity the disputed calculations, not later than thirty (30) days after receipt by the Selling Parties’ Representative of the Closing Date Balance Sheet. During the thirty (30) day period following the receipt by Parent of a Dispute Notice, Parent and the Selling Parties’ Representative shall cooperate in good faith to resolve any such dispute. If Parent and the Selling Parties’ Representative are unable to resolve the dispute within such thirty (30) day period, then the parties shall submit the dispute to a mutually acceptable independent “Big Four” accounting firm (the “Reviewing Accountants”) for arbitration. The parties shall use commercially reasonable efforts to cause the Reviewing Accountants to resolve any such dispute within thirty (30) days of submission. The Reviewing Accountants shall determine all amounts in dispute with respect to the Closing Date Balance Sheet and shall determine the Actual Net Tangible Book Value. The decision of the Reviewing Accountants with respect to the Actual Net Tangible Book Value shall be within the range represented by Parent and the Selling Parties’ Representative’s respective positions. The Reviewing Accountant’s determination with respect to the Closing Date Balance Sheet and Actual Net Tangible Book Value shall be final and binding on the parties. The fees and expenses of such Reviewing Accountants shall be borne by Parent, on the one hand, and by the Selling Parties, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Reviewing Accountants, which allocation shall be determined by the Reviewing Accountants at the time such Reviewing Accountants render their determination on the merits of the matters submitted to them.

Post-Closing Adjustment Disputes. The Closing Date Balance Sheet shall be final and binding upon the parties unless the Selling Parties’ Representative provides Parent with a written notice of dispute Within fifteen (a “Dispute Notice”) with respect to the Closing Date Balance Sheet, identifying with specificity the disputed calculations, not later than thirty (3015) days after receipt by the Selling Parties’ Representative delivery of the Post-Closing Date Balance SheetStatement by Buyer to Seller, Seller may object in writing to the amounts set forth in the Post-Closing Statement, stating in reasonable detail its objections and providing its good-faith calculation of the objectionable amount or amounts. During Buyer will provide Seller such information as Seller may reasonably request in connection with its review of the thirty Post-Closing Statement. If Seller fails to deliver notice of its objections within the fifteen (3015) day period following period, Seller will be deemed to have accepted Xxxxx’s calculation. If Seller objects to any amounts set forth in the receipt Post-Closing Statement, the Parties will attempt to resolve the dispute by Parent of a Dispute Notice, Parent and the Selling Parties’ Representative shall cooperate negotiation in good faith to resolve any such disputefaith. If Parent and the Selling Parties’ Representative Parties are unable to resolve the dispute within such thirty fifteen (3015) day perioddays of the date of delivery of Seller’s objection in writing, then the parties shall submit either Party may refer the dispute to a an Independent Accountant mutually acceptable independent “Big Four” to the Parties, and the Independent Accountant will settle the dispute as soon as practicable. If Xxxxx and Seller are unable to agree on the choice of an Independent Accountant, they will select a nationally recognized accounting firm by lot (after excluding the “Reviewing Accountants”) for arbitrationregular outside accounting firms of Buyer, Seller and the Company). The parties shall use commercially reasonable efforts to cause the Reviewing Accountants to resolve any such dispute within thirty (30) days of submission. The Reviewing Accountants shall determine all amounts in dispute with respect to the Closing Date Balance Sheet and shall determine the Actual Net Tangible Book Value. The decision determination of the Reviewing Accountants with respect to the Actual Net Tangible Book Value shall be within the range represented by Parent and the Selling Parties’ Representative’s respective positions. The Reviewing Accountant’s determination with respect to the Closing Date Balance Sheet and Actual Net Tangible Book Value shall Independent Accountant will be final and binding on the partiesParties, and the Parties will share equally the fees and disbursements of the Independent Accountant. The fees Independent Accountant will resolve any such objections and expenses of such Reviewing Accountants shall be borne by Parent, on the one hand, and by the Selling Parties, on the other handdetermine, in inverse proportion as they may prevail on accordance with the matters resolved by criteria specified in the Reviewing Accountantsfirst sentence of Section 2.5.1, which allocation shall the amounts to be determined by included in the Reviewing Accountants at Post-Closing Statement. The Parties will provide the time such Reviewing Accountants render their determination on the merits Independent Accountant, within ten (10) days of its selection, with a definitive statement of the matters submitted position of each Party with respect to themeach unresolved objection and will advise the accounting firm that the Parties accept the Independent Accountant as the appropriate Person to interpret this Agreement for all purposes relevant to the resolution of the unresolved objections. Buyer will provide the Independent Accountant access to the Books and Records. The Independent Accountant will have fifteen (15) days to carry out a review of the unresolved objections and prepare a written statement of its determination regarding each unresolved objection. The determination of the Independent Accountant will be set forth in writing and will be conclusive and binding upon the Parties. Buyer will revise the Post-Closing Statement as appropriate to reflect the resolution of any objections to the Post-Closing Statement pursuant to this Section 2.5.3.

Post-Closing Adjustment Disputes. The Closing Date If Seller, Selling Members and Buyer are unable to agree in good faith as to the Actual Balance Sheet shall be final and binding upon the parties unless the Selling Parties’ Representative provides Parent with a written notice of dispute or Actual Net Working Capital by fifteen (a “Dispute Notice”) with respect to the Closing Date Balance Sheet, identifying with specificity the disputed calculations, not later than thirty (3015) days after receipt by the Selling Parties’ Representative delivery of the Closing Date determination of the Actual Balance Sheet. During the thirty (30) day period following the receipt by Parent of a Dispute NoticeSheet and Actual Net Working Capital then Buyer, Parent Seller and the Selling Parties’ Representative shall cooperate in good faith to resolve any such dispute. If Parent and the Selling Parties’ Representative are unable to resolve the dispute within such thirty (30) day period, then the parties Members shall submit the any matter(s) in dispute to a mutually acceptable independent “Big Four” certified public accountant for resolution. In the event Seller, Selling Member and Buyer cannot agree upon the accountant within ten (10) days after such fifteen-day period, they shall each select a certified public accountant at an accounting firm of nationally or regionally recognized standing and such accountant shall select the certified public accountant to make the determination referred to in this Section; provided, such accountant shall not be employed by or associated with any accounting firm which performs services for Buyer, Seller or any Selling Member. Such accountant (the “Reviewing Accountants”) for arbitration. The parties shall use commercially reasonable efforts to cause the Reviewing Accountants to resolve any such dispute within thirty (30) days of submission. The Reviewing Accountants shall determine all amounts in dispute with respect to the Closing Date Balance Sheet whether mutually determined by Seller and shall determine the Actual Net Tangible Book Value. The decision of the Reviewing Accountants with respect to the Actual Net Tangible Book Value shall be within the range represented by Parent and the Selling Parties’ Representative’s respective positions. The Reviewing Accountant’s determination with respect to the Closing Date Balance Sheet and Actual Net Tangible Book Value shall be final and binding on the parties. The fees and expenses of such Reviewing Accountants shall be borne by ParentMembers, on the one hand, and by the Selling PartiesBuyer, on the other hand, in inverse proportion or selected pursuant to the immediately preceding sentence) shall review such materials and conduct such procedures as they may prevail such accountant shall consider reasonably necessary to make a determination of such matters as to which disagreement remains and shall deliver a written opinion thereon to Seller and Selling Members, on the one hand, and Buyer, on the other hand, as soon as reasonably practicable after submission of the dispute to him, which determination, or any determination of such matters resolved mutually agreed to by Seller and Selling Members, on the one hand, and Buyer, on the other hand, shall be conclusive and binding on the parties hereto, absent fraud or manifest error, and shall not be subject to arbitration under Section 11 below (the “Final Adjustment Determination”). In connection therewith, each party will furnish to the accountant such work papers and schedules and other information relating to the disputed matter(s) as the accountant may reasonably request and will be afforded an opportunity to present to the accountant any material relating to the disputed matter(s) and to discuss the disputed matter(s) with the accountant. The fees, costs and expenses of the determining accountant shall be paid by the Reviewing Accountants, which allocation shall be determined party whose Actual Net Working Capital calculation was different by the Reviewing Accountants at the time such Reviewing Accountants render their determination on the merits greater amount from that of the matters submitted to themdetermining accountants Final Adjustment Determination.