Common use of Procedure for Objecting to Calculation of Adjusted Net Working Capital Clause in Contracts

Procedure for Objecting to Calculation of Adjusted Net Working Capital. If Sellers have not given any notice of objection with respect to the Closing Date Net Working Capital Statement within fifteen days after its delivery by Buyer, then the calculation of Adjusted Net Working Capital described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement. If, however, Sellers have given a written notice of objection with respect to the Closing Date Net Working Capital Statement specifying the items and amounts to which Sellers are objecting within the applicable fifteen-day period, then Buyer and Sellers shall attempt to resolve their differences in good faith. If Buyer and Sellers cannot agree on appropriate changes to be made to the Closing Date Net Working Capital Statement within ten days after the delivery of Sellers’ objection notice to the Closing Date Net Working Capital Statement, then Buyer and Sellers shall submit the Closing Date Net Working Capital Statement, along with the written objections of Buyer and Sellers, to the Independent Accounting Firm. Buyer and Sellers shall request the Independent Accounting Firm to determine only those aspects of the Closing Date Net Working Capital Statement that are in controversy and to make the final determination in accordance with the terms of this Agreement, within 30 days after the request. The Purchase Price Adjustment described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement as adjusted to take into account the Independent Accounting Firm’s determinations of those matters that are in controversy. Buyer and Sellers shall make readily available to the Independent Accounting Firm all relevant books and Records, any work papers (including those of the Parties’ respective principal accountants, to the extent permitted by such accountants) relating to the Closing Date Net Working Capital Statement, Schedule 1.7(a) and the objections of Buyer and Sellers and all other items reasonably requested by the Independent Accounting Firm in connection therewith. The fees and disbursements of the Independent Accounting Firm shall be allocated between Sellers and Buyer in the same proportion as the aggregate amount of the disputed items that were determined in favor of the other Parties (as finally determined by the Independent Accounting Firm) bears to the total amount of the disputed items submitted by the Parties.

Procedure for Objecting to Calculation of Adjusted Net Working Capital. If Sellers have Seller has not given any notice of objection with respect to the Closing Date Net Working Capital Statement within fifteen days after its delivery by Buyer, then the calculation of Adjusted Net Working Capital described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement. If, however, Sellers have Seller has given a written notice of objection with respect to the Closing Date Net Working Capital Statement specifying the items and amounts to which Sellers are Seller is objecting within the applicable fifteen-day period, then Buyer and Sellers Seller shall attempt to resolve their differences in good faith. If Buyer and Sellers Seller cannot agree on appropriate changes to be made to the Closing Date Net Working Capital Statement within ten days after the delivery of Sellers’ Seller’s objection notice to the Closing Date Net Working Capital Statement, then Buyer and Sellers Seller shall submit the Closing Date Net Working Capital Statement, along with the written objections of Buyer and SellersSeller, to the Independent Accounting Firm. Buyer and Sellers Seller shall request the Independent Accounting Firm to determine only those aspects of the Closing Date Net Working Capital Statement that are in controversy and to make the final determination in accordance with the terms of this Agreement, within 30 days after the request. The Purchase Price Adjustment described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement as adjusted to take into account the Independent Accounting Firm’s determinations of those matters that are in controversy. Buyer and Sellers Seller shall make readily available to the Independent Accounting Firm all relevant books and Records, any work papers (including those of the Partiesparties’ respective principal accountants, to the extent permitted by such accountants) relating to the Closing Date Net Working Capital Statement, Schedule 1.7(a) and the objections of Buyer and Sellers Seller and all other items reasonably requested by the Independent Accounting Firm in connection therewith. The fees and disbursements of the Independent Accounting Firm shall be allocated between Sellers Seller and Buyer in the same proportion as the aggregate amount of the disputed items that were determined in favor of the other Parties Party (as finally determined by the Independent Accounting Firm) bears to the total amount of the disputed items submitted by the Parties.

Procedure for Objecting to Calculation of Adjusted Net Working Capital. On or prior to the sixtieth (60th) day following Xxxxx’s delivery of the Closing Date Net Working Capital Statement, Sellers may give Buyer a written notice stating Sellers’ objection to the Closing Date Net Working Capital Statement and Buyer’s calculation of the Adjusted Net Working Capital. During such sixty (60) calendar day period, upon reasonable notice to Buyer, Sellers and Sellers’ accountants shall have reasonable access to the relevant books and records of the Business, the personnel of Buyer (provided that access to such personnel shall be during normal business hours) and all other information reasonably requested by Sellers and Sellers’ accountants to the extent it relates to the Closing Date Net Working Capital Statement. If Sellers have not given any notice of objection with respect to the Closing Date Net Working Capital Statement within fifteen 60 days after its delivery by BuyerBuyer or if Sellers give Buyer written notice stating Sellers’ acceptance of the Closing Date Net Working Capital Statement prior to that, then the calculation of Adjusted Net Working Capital described in this Section 1.7 1.6 shall be based on the Closing Date Net Working Capital Statement. If, however, Sellers have given a written notice of objection with respect to the Closing Date Net Working Capital Statement specifying the items and amounts to which Sellers are objecting within the applicable fifteen60-day period, then Buyer and Sellers shall attempt to resolve their differences in good faith. If Buyer and Sellers cannot agree on appropriate changes to be made to the Closing Date Net Working Capital Statement within ten days after the delivery of Sellers’ objection notice to the Closing Date Net Working Capital Statement, then Buyer and Sellers shall submit the Closing Date Net Working Capital Statement, along with the written objections of Buyer and Sellers, to the Independent Accounting Firm. If the amount in controversary is less than the Holdback Amount, the amount by which the Holdback Amount exceeds the amount in controversary shall be considered to have been determined for purposes of this Section 1.6. Buyer and Sellers shall request the Independent Accounting Firm to determine only those aspects of the Closing Date Net Working Capital Statement that are in controversy and to make the final determination as an expert, not as an arbitrator, in accordance with the terms of this Agreement, within 30 days after the request. The Purchase Price Adjustment described in this Section 1.7 1.6 shall be based on the Closing Date Net Working Capital Statement as adjusted to take into account the Independent Accounting Firm’s determinations of those matters that are in controversy. Buyer and Sellers shall make readily available to the Independent Accounting Firm all relevant books and Records, any work papers (including those of the Parties’ respective principal accountants, to the extent permitted by such accountants) relating to the Closing Date Net Working Capital Statement, Schedule 1.7(a1.6(a) and the objections of Buyer and Sellers and all other items reasonably requested by the Independent Accounting Firm in connection therewith. The fees and disbursements of the Independent Accounting Firm shall be allocated between Sellers and Buyer in the same proportion as the aggregate amount of the disputed items that were determined in favor of the other Parties (as finally determined by the Independent Accounting Firm) bears to the total amount of the disputed items submitted by the Parties.

Procedure for Objecting to Calculation of Adjusted Net Working Capital. If Sellers have Seller has not given any notice of objection with respect to the Closing Date Net Working Capital Statement within fifteen 60 days after its delivery by Buyer, then the calculation of Adjusted Net Working Capital described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement. If, however, Sellers have Seller has given a written notice of objection with respect to the Closing Date Net Working Capital Statement specifying the items and amounts to which Sellers are Seller is objecting within the applicable fifteen60-day period, then Buyer and Sellers Seller shall attempt to resolve their differences in good faith. If Buyer and Sellers Seller cannot agree on appropriate changes to be made to the Closing Date Net Working Capital Statement within ten days after the delivery of Sellers’ Seller’s objection notice to the Closing Date Net Working Capital Statement, then Buyer and Sellers Seller shall submit the Closing Date Net Working Capital Statement, along with the written objections of Buyer and SellersSeller, to the Independent Accounting Firm. Buyer and Sellers Seller shall request the Independent Accounting Firm to determine only those aspects of the Closing Date Net Working Capital Statement that are in controversy and to make the final determination in accordance with the terms of this Agreement, within 30 days after the request. The Purchase Price Adjustment described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement as adjusted to take into account the Independent Accounting Firm’s determinations of those matters that are in controversy. Buyer and Sellers Seller shall make readily available to the Independent Accounting Firm all relevant books and Records, any work papers (including those of the Parties’ respective principal accountants, to the extent permitted by such accountants) relating to the Closing Date Net Working Capital Statement, Schedule 1.7(a) and the objections of Buyer and Sellers Seller and all other items reasonably requested by the Independent Accounting Firm in connection therewith. The fees and disbursements of the Independent Accounting Firm shall be allocated between Sellers Seller and Buyer in the same proportion as the aggregate amount of the disputed items that were determined in favor of the other Parties (as finally determined by the Independent Accounting Firm) bears to the total amount of the disputed items submitted by the Parties.

Procedure for Objecting to Calculation of Adjusted Net Working Capital. If Sellers have Seller has not given any notice of objection with respect to the Closing Date Net Working Capital Statement within fifteen 60 days after its delivery by Buyer, then the calculation of Adjusted Net Working Capital described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement. If, however, Sellers have Seller has given a written notice of objection with respect to the Closing Date Net Working Capital Statement specifying the items and amounts to which Sellers are Seller is objecting within the applicable fifteen60-day period, then Buyer and Sellers Seller shall attempt to resolve their differences in good faith. If Buyer and Sellers Seller cannot agree on appropriate changes to be made to the Closing Date Net Working Capital Statement within ten days after the delivery of Sellers’ Seller’s objection notice to the Closing Date Net Working Capital Statement, then Buyer and Sellers Seller shall submit the Closing Date Net Working Capital Statement, along with the written objections of Buyer and SellersSeller, to the Independent Accounting Firm. Buyer and Sellers Seller shall request the Independent Accounting Firm to determine only those aspects of the Closing Date Net Working Capital Statement that are in controversy controversy, without regard to materiality and solely within the range of values assigned to each item in the Closing Date Net Working Capital Statement proposed by Buyer and Seller’s objections, respectively, and to make the final determination in accordance with the terms of this Agreement, within 30 days after the request. The Purchase Price Adjustment described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement as adjusted to take into account the Independent Accounting Firm’s determinations of those matters that are in controversy. Buyer and Sellers Seller shall make readily available to the Independent Accounting Firm all relevant books and Records, any work papers (including those of the Parties’ respective principal accountants, to the extent permitted by such accountants) relating to the Closing Date Net Working Capital Statement, Schedule 1.7(a) and the objections of Buyer and Sellers Seller and all other items reasonably requested by the Independent Accounting Firm in connection therewith. The fees and disbursements of the Independent Accounting Firm shall be allocated between Sellers Seller and Buyer in the same proportion as the aggregate amount of the disputed items that were determined in favor of the other Parties Party (as finally determined by the Independent Accounting Firm) bears to the total amount of the disputed items submitted by the PartiesSeller and Buyer.

Procedure for Objecting to Calculation of Adjusted Net Working Capital. If Sellers have Seller has not given any notice of objection with respect to the Closing Date Net Working Capital Statement within fifteen days after its delivery by Buyer, then the calculation of Adjusted Net Working Capital described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement. If, however, Sellers have Seller has given a written notice of objection with respect to the Closing Date Net Working Capital Statement specifying the items and amounts to which Sellers are Seller is objecting within the applicable fifteen-day period, then Buyer and Sellers Seller shall attempt to resolve their differences in good faith. If Buyer and Sellers Seller cannot agree on appropriate changes to be made to the Closing Date Net Working Capital Statement within ten days after the delivery of Sellers’ Seller’s objection notice to the Closing Date Net Working Capital Statement, then Buyer and Sellers Seller shall submit the Closing Date Net Working Capital Statement, along with the written objections of Buyer and SellersSeller, to the Independent Accounting Firm. Buyer and Sellers Seller shall request the Independent Accounting Firm to determine only those aspects of the Closing Date Net Working Capital Statement that are in controversy and to make the final determination in accordance with the terms of this Agreement, within 30 days after the request. Buyer and Seller shall instruct the Independent Accounting Firm not to assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or the Seller, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or the Seller, on the other hand. Buyer and Seller shall also instruct the Independent Accounting Firm to make its determination based solely on presentations by Buyer and Seller that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Purchase Price Adjustment described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement as adjusted to take into account the Independent Accounting Firm’s determinations of those matters that are in controversy. Buyer and Sellers Seller shall make readily available to the Independent Accounting Firm all relevant books and Records, any work papers (including those of the Partiesparties’ respective principal accountants, to the extent permitted by such accountants) relating to the Closing Date Net Working Capital Statement, Schedule 1.7(a) and the objections of Buyer and Sellers Seller and all other items reasonably requested by the Independent Accounting Firm in connection therewith. The fees and disbursements of the Independent Accounting Firm shall be allocated between Sellers Seller and Buyer in the same proportion as the aggregate amount of the disputed items that were determined in favor of the other Parties Party (as finally determined by the Independent Accounting Firm) bears to the total amount of the disputed items submitted by the Parties.

Procedure for Objecting to Calculation of Adjusted Net Working Capital. If Sellers have Seller has not given any notice of objection with respect to the Closing Date Net Working Capital Statement within fifteen 60 days after its delivery by Buyer, then the calculation of Adjusted Net Working Capital described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement. If, however, Sellers have Xxxxxx has given a written notice of objection with respect to the Closing Date Net Working Capital Statement specifying the items and amounts to which Sellers are Seller is objecting within the applicable fifteen60-day period, then Buyer and Sellers Seller shall attempt to resolve their differences in good faith. If Buyer and Sellers Seller cannot agree on appropriate changes to be made to the Closing Date Net Working Capital Statement within ten days after the delivery of Sellers’ Seller’s objection notice to the Closing Date Net Working Capital Statement, then Buyer and Sellers Seller shall submit the Closing Date Net Working Capital Statement, along with the written objections of Buyer and SellersSeller, to the Independent Accounting Firm. Buyer and Sellers Seller shall request the Independent Accounting Firm to determine only those aspects of the Closing Date Net Working Capital Statement that are in controversy and to make the final determination in accordance with the terms of this Agreement, within 30 days after the request. The Purchase Price Adjustment described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement as adjusted to take into account the Independent Accounting Firm’s determinations of those matters that are in controversy. Buyer and Sellers Seller shall make readily available to the Independent Accounting Firm all relevant books and Records, any work papers (including those of the Parties’ respective principal accountants, to the extent permitted by such accountants) relating to the Closing Date Net Working Capital Statement, Schedule 1.7(a) and the objections of Buyer and Sellers Seller and all other items reasonably requested by the Independent Accounting Firm in connection therewith. The fees and disbursements of the Independent Accounting Firm shall be allocated between Sellers Seller and Buyer in the same proportion as the aggregate amount of the disputed items that were determined in favor of the other Parties (as finally determined by the Independent Accounting Firm) bears to the total amount of the disputed items submitted by the Parties.the

Procedure for Objecting to Calculation of Adjusted Net Working Capital. If the Sellers have not given any notice of objection with respect to the Closing Date Net Working Capital Statement within fifteen thirty (30) days after its delivery by Buyer, then the calculation of Adjusted Net Working Capital described in this Section 1.7 shall will be based on the Closing Date Net Working Capital Statement. If, however, the Sellers have given a written notice of objection with respect to the Closing Date Net Working Capital Statement specifying the items and amounts to which the Sellers are objecting within the applicable fifteen-day thirty (30)-day period, then Buyer and the Sellers shall attempt to resolve their differences in good faith. If Buyer and the Sellers cannot agree on appropriate changes to be made to the Closing Date Net Working Capital Statement within ten thirty (30) days after the delivery of the Sellers’ objection notice to the Closing Date Net Working Capital Statement, then Buyer and the Sellers shall submit the Closing Date Net Working Capital Statement, along with the written objections of Buyer and the Sellers, to the Independent Accounting Firm. Buyer and the Sellers shall request the Independent Accounting Firm to determine only those aspects of the Closing Date Net Working Capital Statement that are in controversy and to make the final determination in accordance with the terms of this Agreement, within 30 thirty (30) days after the request. The To the extent the Sellers give timely written notice of objection with respect to the Closing Net Working Capital Statement, the Purchase Price Adjustment described in this Section 1.7 shall will be based on the Closing Date Net Working Capital Statement as adjusted to take taking into account any adjustments determined by the Independent Accounting Firm’s determinations of those Firm with respect to the matters that are in controversy. Buyer and the Sellers shall make readily available to the Independent Accounting Firm all relevant books and Records, any work papers (including those of the Partiesparties’ respective principal accountants, to the extent permitted by such accountants) relating to the Closing Date Net Working Capital Statement, Schedule 1.7(a) and ), the objections of Buyer and the Sellers and all other items reasonably requested by the Independent Accounting Firm in connection therewith. The Fifty percent (50%) of the fees and disbursements of the Independent Accounting Firm shall will be allocated between to and paid by the Sellers and Buyer in the same proportion as the aggregate amount fifty percent (50%) of the disputed items that were determined in favor fees and disbursements of the other Parties (as finally determined by the Independent Accounting Firm) bears Firm will be allocated to the total amount of the disputed items submitted and paid by the PartiesBuyer.

Procedure for Objecting to Calculation of Adjusted Net Working Capital. If Sellers have not given any notice of objection with respect to the Closing Date Net Working Capital Statement within fifteen 60 days after its delivery by Buyer, then the calculation of Adjusted Net Working Capital described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement. If, however, Sellers have given a written notice of objection with respect to the Closing Date Net Working Capital Statement specifying the items and amounts to which Sellers are objecting within the applicable fifteen60-day period, then Buyer and Sellers shall attempt to resolve their differences in good faith. If Buyer and Sellers cannot agree on appropriate changes to be made to the Closing Date Net Working Capital Statement within ten days after the delivery of Sellers’ objection notice to the Closing Date Net Working Capital Statement, then Buyer and Sellers shall submit the Closing Date Net Working Capital Statement, along with the written objections of Buyer and Sellers, to the Independent Accounting Firm. Buyer and Sellers shall request the Independent Accounting Firm to determine only those aspects of the Closing Date Net Working Capital Statement that are in controversy and to make the final determination in accordance with the terms of this Agreement, within 30 days after the request. The Purchase Price Adjustment described in this Section 1.7 shall be based on the Closing Date Net Working Capital Statement as adjusted to take into account the Independent Accounting Firm’s determinations of those matters that are in controversy. Buyer and Sellers shall make readily available to the Independent Accounting Firm all relevant books and Records, any work papers (including those of the Parties’ respective principal accountants, to the extent permitted by such accountants) relating to the Closing Date Net Working Capital Statement, Schedule 1.7(a) and the objections of Buyer and Sellers and all other items reasonably requested by the Independent Accounting Firm in connection therewith. The fees and disbursements of the Independent Accounting Firm shall be allocated between Sellers Sellers, on the one hand, and Buyer Buyer, on the other hand, in the same proportion as the aggregate amount of the disputed items that were determined in favor of the other Parties (as finally determined by the Independent Accounting Firm) bears to the total amount of the disputed items submitted by the Parties. For example, if Sellers claim the Adjusted Net Working Capital is $1,000 greater than the amount determined by Buyer, and Buyer contests only $500 of the amount claimed by Sellers, and if the Independent Accounting Firm ultimately resolves the dispute by awarding Sellers $300 of the $500 contested, then the costs and expenses of the Independent Accounting Firm will be allocated 60% (i.e., 300 ÷ 500) to the Buyer and 40% (i.e., 200 ÷ 500) to Sellers.