Common use of Purchase Price Reconciliation Clause in Contracts

Purchase Price Reconciliation. (a) Upon receipt of the Purchase Price Calculation in accordance Section 2.4(a)(i), Buyer shall have ten (10) days to review such Purchase Price Calculation and to give Sellers written notice of its objection to any item or calculation contained therein, specifying in reasonable detail all disputed items and the basis therefor (a “Dispute Notice”). During such ten (10) day period, the Sellers shall promptly provide to Buyer any information reasonably requested, as and when available, concerning the Purchase Price Calculation and any of the information described in Section 9.2(f). If Buyer concurs with the Purchase Price Calculation, or otherwise does not give Sellers a Dispute Notice within such ten (10) day period, such Purchase Price Calculation shall be deemed final and conclusive with respect to the determination of the Purchase Price, and shall be binding on the Parties for all purposes under this Agreement, provided that in the event that any Party discovers an error relating to the Purchase Price Calculation subsequent to such date but prior to the Closing Date, the discovering Party shall promptly notify the other Parties and the Sellers shall deliver a revised Purchase Price Calculation to Buyer, and Buyer shall have an additional five (5) days to review. (b) If Buyer delivers to Sellers a Dispute Notice objecting to any items or calculations contained in the Purchase Price Calculation within the applicable ten (10) day period, the Parties shall meet within five (5) days following the date of the Dispute Notice (the “Resolution Period”) and shall attempt in good faith to resolve such objections and any written resolution by them as to any disputed amount shall be deemed final and conclusive with respect to the determination of the Purchase Price, and shall be binding on the Parties for all purposes under this Agreement, provided that in the event that any Party discovers an error relating to the Purchase Price Calculation subsequent to the applicable ten (10) day period but prior to the Closing Date, the discovering Party shall promptly notify the other Parties and the Sellers shall deliver a revised Purchase Price Calculation to Buyer, and Buyer shall have an additional five (5) days to review. Except as contemplated by the immediately preceding proviso, any amounts that were not timely disputed pursuant to a Dispute Notice (or if so disputed, subsequently resolved) may not be disputed absent manifest error or fraud. (c) If the Parties are unable to resolve Buyer’s objections within the Resolution Period, then all amounts and issues remaining in dispute and Seller’s responses thereto will be submitted by Buyer and Sellers for review by the Independent Accountant. The Parties agree to execute, if requested by the Independent Accountant, a reasonable engagement letter with respect to the determination to be made by the Independent Accountant. The Independent Accountant will determine only those issues still in dispute at the end of the applicable Resolution Period and the Independent Accountant’s determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Accountant will be based solely on presentations with respect to such disputed items by Buyer and Sellers to the Independent Accountant and not on the Independent Accountant’s independent review. Each of Buyer and Seller will use its commercially reasonable efforts to make its presentation as promptly as practicable following submission to the Independent Accountant of the disputed items, and each such Party will be entitled, as part of its presentation, to respond to the presentation of the other Party and any questions and requests of the Independent Accountant. Discovery shall be limited to documents designated by the Independent Accountant as necessary for it to assess the proper calculation of the Purchase Price, consistent with this Agreement. The Independent Accountant’s determination will be made within nine (9) days after its engagement (which engagement will be made no later than two (2) days after the end of the applicable Resolution Period), or as soon thereafter as possible, and will be set forth in a written statement delivered to Buyer and Sellers. The final Purchase Price Calculation, as finalized by the Independent Accountant, shall be deemed final and conclusive

Purchase Price Reconciliation. Within one hundred twenty (a120) Upon receipt of days after the Purchase Price Calculation in accordance Section 2.4(a)(i)Closing, the Seller and Buyer shall have arrange for the preparation and completion of audited financial statements for the twelve months ended December 31, 2014, the twelve months ended December 31, 2015, and the six months ending June 30, 2016. At the same time, Seller shall provide to the Buyer statements showing any Net Asset Deviation and/or Encounter Revenue Deviation, which statements shall disclose the manner of calculation of same. The audit shall be performed at Buyer’s expense by an accounting firm acceptable to both Buyer and Seller. Unless the Buyer shall serve the Seller with an objection as to the calculation of either the Net Asset Deviation and/or Encounter Revenue Deviation within ten (10) business days to review such Purchase Price Calculation and to give Sellers written notice after receipt of its objection to any item or calculation contained thereinthe reconciliation, specifying in reasonable detail all disputed items and the basis therefor (a “Dispute Notice”). During such ten (10) day period, the Sellers shall promptly provide to Buyer any information reasonably requested, as and when available, concerning then the Purchase Price Calculation and any of the information described in Section 9.2(f). If Buyer concurs with the Purchase Price Calculation, or otherwise does not give Sellers a Dispute Notice within such ten (10) day period, such Purchase Price Calculation adjustments shall be deemed final considered effective and conclusive with respect to the determination of the Purchase Price, and shall be binding on the Parties for all purposes under this Agreement, provided that in parties. In the event that any Party discovers an error relating to the Purchase Price Calculation subsequent to such date but prior to the Closing DateBuyer serves Seller with a written objection per subparagraph (ii) above, the discovering Party shall promptly notify the other Parties Seller, Buyer and the Sellers shall deliver a revised Purchase Price Calculation to Buyer, and Buyer shall have an additional five (5) days to review. (b) If Buyer delivers to Sellers a Dispute Notice objecting to any items or calculations contained in the Purchase Price Calculation within the applicable ten (10) day period, the Parties shall meet within five (5) days following the date of the Dispute Notice (the “Resolution Period”) and their respective accountants shall attempt in good faith to resolve such objections and any written resolution matters within thirty (30) days after receipt of such objection by them as to any disputed amount shall be deemed final and conclusive with respect to the determination of the Purchase PriceBuyer, and shall be binding on the Parties for all purposes under this Agreementif unable to do so, provided that in the event that any Party discovers an error relating to the Purchase Price Calculation subsequent to the applicable within ten (10) day period but prior to the Closing Datebusiness days thereafter, the discovering Party shall promptly notify the other Parties Buyer and the Sellers Seller shall deliver instruct their respective accountants to select a revised third certified public accountant (the “Independent Accounting Firm”). All three accountants shall then meet to resolve the remaining dispute concerning the Purchase Price Calculation to Buyer, and Buyer shall have an additional adjustment not more than forty five (545) days to review. Except as contemplated by after service of the immediately preceding proviso, any amounts that were not timely disputed pursuant to a Dispute Notice written objection upon the Buyer per subparagraph (or if so disputed, subsequently resolvedii) may not be disputed absent manifest error or fraud. (c) If the Parties are unable to resolve Buyer’s objections within the Resolution Period, then all amounts and issues remaining in dispute and Seller’s responses thereto will be submitted by Buyer and Sellers for review by the Independent Accountantabove. The Parties agree to execute, if requested by agreement of two of the Independent Accountant, a reasonable engagement letter with respect to three accountants shall be final and binding on the determination to be made by the Independent Accountantparties. The Independent Accountant will determine only those issues still in dispute at the end of the applicable Resolution Period fees and the Independent Accountant’s determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Accountant will be based solely on presentations with respect to such disputed items by Buyer and Sellers to the Independent Accountant and not on the Independent Accountant’s independent review. Each of Buyer and Seller will use its commercially reasonable efforts to make its presentation as promptly as practicable following submission to the Independent Accountant of the disputed items, and each such Party will be entitled, as part of its presentation, to respond to the presentation of the other Party and any questions and requests expenses of the Independent Accountant. Discovery Accounting Firm associated with resolving disputes concerning the Purchase Price adjustments shall be limited to documents designated borne by the party against which the Independent Accountant as necessary for it to assess the proper calculation of the Purchase Price, consistent with this Agreement. The Independent Accountant’s determination will be made within nine (9) days after its engagement (which engagement will be made no later than two (2) days after the end of the applicable Resolution Period)Accounting Firm shall rule, or as soon thereafter as possible, and will be set forth in a written statement delivered to Buyer and Sellers. The final Purchase Price Calculation, as finalized by the Independent Accountant, shall be otherwise allocated as deemed final and conclusiveappropriate by such Independent Accounting Firm.

Purchase Price Reconciliation. Within one hundred twenty (a120) Upon receipt days after the Closing, the Seller and Buyer shall arrange for the preparation and completion of audited financial statements for the twelve month periods ended December 31, 2015 and December 31, 2016, and for the two month stub period ended February 28, 2017. At the same time, Seller shall provide to the Buyer statements showing any Working Capital Adjustment and/or EBITDA Closing Deviation, which statements shall disclose the manner of calculation of same. The audit shall be performed at Buyer’s expense by an accounting firm acceptable to both Buyer and Seller. Seller agrees to provide any documentary support for receipts, disbursements, and year-end bank confirmations required by the Buyer’s auditors for the 2015, 2016, and stub period audits. Unless the Buyer shall serve the Seller with a written objection as to the calculation of the Purchase Price Calculation in accordance Section 2.4(a)(i), Buyer shall have Working Capital Adjustment and/or EBITDA Closing Deviation within ten (10) business days to review such Purchase Price Calculation and to give Sellers written notice after receipt of its objection to any item or calculation contained thereinthe reconciliation, specifying in reasonable detail all disputed items and the basis therefor (a “Dispute Notice”). During such ten (10) day period, the Sellers shall promptly provide to Buyer any information reasonably requested, as and when available, concerning then the Purchase Price Calculation and any of the information described in Section 9.2(f). If Buyer concurs with the Purchase Price Calculation, or otherwise does not give Sellers a Dispute Notice within such ten (10) day period, such Purchase Price Calculation adjustments shall be deemed final considered effective and conclusive with respect to the determination of the Purchase Price, and shall be binding on the Parties for all purposes under this Agreement, provided that in parties. In the event that any Party discovers an error relating to the Purchase Price Calculation subsequent to such date but prior to the Closing DateBuyer serves Seller with a written objection, the discovering Party shall promptly notify the other Parties Seller, Buyer and the Sellers shall deliver a revised Purchase Price Calculation to Buyer, and Buyer shall have an additional five (5) days to review. (b) If Buyer delivers to Sellers a Dispute Notice objecting to any items or calculations contained in the Purchase Price Calculation within the applicable ten (10) day period, the Parties shall meet within five (5) days following the date of the Dispute Notice (the “Resolution Period”) and their respective accountants shall attempt in good faith to resolve such objections and any written resolution matters within thirty (30) days after receipt of such objection by them as to any disputed amount shall be deemed final and conclusive with respect to the determination of the Purchase PriceBuyer, and shall be binding on the Parties for all purposes under this Agreementif unable to do so, provided that in the event that any Party discovers an error relating to the Purchase Price Calculation subsequent to the applicable within ten (10) day period but prior to the Closing Datebusiness days thereafter, the discovering Party shall promptly notify the other Parties Buyer and the Sellers Seller shall deliver instruct their respective accountants to select a revised third certified public accountant (the “Independent Accounting Firm”). All three accountants shall then meet to resolve the remaining dispute concerning the Purchase Price Calculation to Buyer, and Buyer shall have an additional adjustment not more than forty five (545) days to review. Except as contemplated by after service of the immediately preceding proviso, any amounts that were not timely disputed pursuant to a Dispute Notice written objection upon the Buyer per subparagraph (or if so disputed, subsequently resolvedii) may not be disputed absent manifest error or fraud. (c) If the Parties are unable to resolve Buyer’s objections within the Resolution Period, then all amounts and issues remaining in dispute and Seller’s responses thereto will be submitted by Buyer and Sellers for review by the Independent Accountantabove. The Parties agree to execute, if requested by agreement of two of the Independent Accountant, a reasonable engagement letter with respect to three accountants shall be final and binding on the determination to be made by the Independent Accountantparties. The Independent Accountant will determine only those issues still in dispute at the end of the applicable Resolution Period fees and the Independent Accountant’s determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Accountant will be based solely on presentations with respect to such disputed items by Buyer and Sellers to the Independent Accountant and not on the Independent Accountant’s independent review. Each of Buyer and Seller will use its commercially reasonable efforts to make its presentation as promptly as practicable following submission to the Independent Accountant of the disputed items, and each such Party will be entitled, as part of its presentation, to respond to the presentation of the other Party and any questions and requests expenses of the Independent Accountant. Discovery Accounting Firm associated with resolving disputes concerning the Purchase Price adjustments shall be limited to documents designated borne by the party against which the Independent Accountant as necessary for it to assess the proper calculation of the Purchase Price, consistent with this Agreement. The Independent Accountant’s determination will be made within nine (9) days after its engagement (which engagement will be made no later than two (2) days after the end of the applicable Resolution Period)Accounting Firm shall rule, or as soon thereafter as possible, and will be set forth in a written statement delivered to Buyer and Sellers. The final Purchase Price Calculation, as finalized by the Independent Accountant, shall be otherwise allocated as deemed final and conclusiveappropriate by such Independent Accounting Firm.

Purchase Price Reconciliation. Within one hundred twenty (a120) Upon receipt days after the Closing, the Seller and Buyer shall arrange for the preparation and completion of audited financial statements for the twelve months ended December 31, 2016 and 2015. At the same time, Seller shall provide to the Buyer statements showing any Working Capital Adjustment and/or Revenue Deviation, which statements shall disclose the manner of calculation of same. The audit shall be performed at Buyer’s expense by an accounting firm acceptable to both Buyer and Seller. Unless the Buyer shall serve the Seller with a written objection as to the calculation of the Purchase Price Calculation in accordance Section 2.4(a)(i), Buyer shall have Working Capital Adjustment and/or Revenue Deviation within ten (10) business days to review such Purchase Price Calculation and to give Sellers written notice after receipt of its objection to any item or calculation contained thereinthe reconciliation, specifying in reasonable detail all disputed items and the basis therefor (a “Dispute Notice”). During such ten (10) day period, the Sellers shall promptly provide to Buyer any information reasonably requested, as and when available, concerning then the Purchase Price Calculation and any of the information described in Section 9.2(f). If Buyer concurs with the Purchase Price Calculation, or otherwise does not give Sellers a Dispute Notice within such ten (10) day period, such Purchase Price Calculation adjustments shall be deemed final considered effective and conclusive with respect to the determination of the Purchase Price, and shall be binding on the Parties for all purposes under this Agreement, provided that in parties. In the event that any Party discovers an error relating to the Purchase Price Calculation subsequent to such date but prior to the Closing DateBuyer serves Seller with a written objection, the discovering Party shall promptly notify the other Parties Seller, Buyer and the Sellers shall deliver a revised Purchase Price Calculation to Buyer, and Buyer shall have an additional five (5) days to review. (b) If Buyer delivers to Sellers a Dispute Notice objecting to any items or calculations contained in the Purchase Price Calculation within the applicable ten (10) day period, the Parties shall meet within five (5) days following the date of the Dispute Notice (the “Resolution Period”) and their respective accountants shall attempt in good faith to resolve such objections and any written resolution matters within thirty (30) days after receipt of such objection by them as to any disputed amount shall be deemed final and conclusive with respect to the determination of the Purchase PriceBuyer, and shall be binding on the Parties for all purposes under this Agreementif unable to do so, provided that in the event that any Party discovers an error relating to the Purchase Price Calculation subsequent to the applicable within ten (10) day period but prior to the Closing Datebusiness days thereafter, the discovering Party shall promptly notify the other Parties Buyer and the Sellers Seller shall deliver instruct their respective accountants to select a revised third certified public accountant (the “Independent Accounting Firm”). All three accountants shall then meet to resolve the remaining dispute concerning the Purchase Price Calculation to Buyer, and Buyer shall have an additional adjustment not more than forty five (545) days to review. Except as contemplated by after service of the immediately preceding proviso, any amounts that were not timely disputed pursuant to a Dispute Notice written objection upon the Buyer per subparagraph (or if so disputed, subsequently resolvedii) may not be disputed absent manifest error or fraud. (c) If the Parties are unable to resolve Buyer’s objections within the Resolution Period, then all amounts and issues remaining in dispute and Seller’s responses thereto will be submitted by Buyer and Sellers for review by the Independent Accountantabove. The Parties agree to execute, if requested by agreement of two of the Independent Accountant, a reasonable engagement letter with respect to three accountants shall be final and binding on the determination to be made by the Independent Accountantparties. The Independent Accountant will determine only those issues still in dispute at the end of the applicable Resolution Period fees and the Independent Accountant’s determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Accountant will be based solely on presentations with respect to such disputed items by Buyer and Sellers to the Independent Accountant and not on the Independent Accountant’s independent review. Each of Buyer and Seller will use its commercially reasonable efforts to make its presentation as promptly as practicable following submission to the Independent Accountant of the disputed items, and each such Party will be entitled, as part of its presentation, to respond to the presentation of the other Party and any questions and requests expenses of the Independent Accountant. Discovery Accounting Firm associated with resolving disputes concerning the Purchase Price adjustments shall be limited to documents designated borne by the party against which the Independent Accountant as necessary for it to assess the proper calculation of the Purchase Price, consistent with this Agreement. The Independent Accountant’s determination will be made within nine (9) days after its engagement (which engagement will be made no later than two (2) days after the end of the applicable Resolution Period)Accounting Firm shall rule, or as soon thereafter as possible, and will be set forth in a written statement delivered to Buyer and Sellers. The final Purchase Price Calculation, as finalized by the Independent Accountant, shall be otherwise allocated as deemed final and conclusiveappropriate by such Independent Accounting Firm.

Purchase Price Reconciliation. (ai) Upon receipt of Within sixty (60) days after the Purchase Price Calculation in accordance Section 2.4(a)(i)Closing, the Buyer shall have provide to Sellers a written reconciliation showing the Net Current Asset Deviation and EBIDTA Closing Deviation, which shall disclose the manner of calculation of same. (ii) Unless the Sellers shall serve the Buyer with an objection as to the calculation of either the Net Current Asset Deviation and/or EBIDTA Closing Deviation within ten (10) business days to review such Purchase Price Calculation and to give Sellers written notice after receipt of its objection to any item or calculation contained thereinthe reconciliation, specifying in reasonable detail all disputed items and the basis therefor (a “Dispute Notice”). During such ten (10) day period, the Sellers shall promptly provide to Buyer any information reasonably requested, as and when available, concerning then the Purchase Price Calculation and any of the information described in Section 9.2(f). If Buyer concurs with the Purchase Price Calculation, or otherwise does not give Sellers a Dispute Notice within such ten (10) day period, such Purchase Price Calculation adjustments shall be deemed final considered effective and conclusive with respect to the determination of the Purchase Price, and shall be binding on the Parties for all purposes under this Agreement, provided that in parties. (iii) In the event that any Party discovers an error relating to the Purchase Price Calculation subsequent to such date but prior to the Closing DateSellers serve Buyer with a written objection per subparagraph (ii) above, the discovering Party shall promptly notify the other Parties Sellers, Buyer and the Sellers shall deliver a revised Purchase Price Calculation to Buyer, and Buyer shall have an additional five (5) days to review. (b) If Buyer delivers to Sellers a Dispute Notice objecting to any items or calculations contained in the Purchase Price Calculation within the applicable ten (10) day period, the Parties shall meet within five (5) days following the date of the Dispute Notice (the “Resolution Period”) and their respective accountants shall attempt in good faith to resolve such objections and any written resolution by them as to any disputed amount shall be deemed final and conclusive with respect to the determination matters within 30 days after receipt of the Purchase Pricesame by Buyer, and shall be binding on the Parties for all purposes under this Agreementif unable to do so, provided that in the event that any Party discovers an error relating to the Purchase Price Calculation subsequent to the applicable within ten (10) day period but prior to the Closing Date, the discovering Party shall promptly notify the other Parties business days thereafter Buyer and the Sellers shall deliver instruct their respective accountants to select a revised third certified public accountant (the "Independent Accounting Firm"). All three accountants shall then meet to resolve the remaining dispute concerning the Purchase Price Calculation to Buyer, and adjustment not more than 45 days after service of the written dispute upon the Buyer shall have an additional five per subparagraph (5ii) days to review. Except as contemplated by the immediately preceding proviso, any amounts that were not timely disputed pursuant to a Dispute Notice (or if so disputed, subsequently resolved) may not be disputed absent manifest error or fraud. (c) If the Parties are unable to resolve Buyer’s objections within the Resolution Period, then all amounts and issues remaining in dispute and Seller’s responses thereto will be submitted by Buyer and Sellers for review by the Independent Accountantabove. The Parties agree to execute, if requested by agreement of two of the Independent Accountant, a reasonable engagement letter with respect to three accountants shall be final and binding on the determination to be made by the Independent Accountantparties. The Independent Accountant will determine only those issues still in dispute at the end of the applicable Resolution Period fees and the Independent Accountant’s determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Accountant will be based solely on presentations with respect to such disputed items by Buyer and Sellers to the Independent Accountant and not on the Independent Accountant’s independent review. Each of Buyer and Seller will use its commercially reasonable efforts to make its presentation as promptly as practicable following submission to the Independent Accountant of the disputed items, and each such Party will be entitled, as part of its presentation, to respond to the presentation of the other Party and any questions and requests expenses of the Independent Accountant. Discovery Accounting Firm associated with resolving disputes concerning the Purchase Price adjustments shall be limited to documents designated borne by the Independent Accountant as necessary for it to assess party (the proper calculation of Sellers, on the Purchase Price, consistent with this Agreement. The Independent Accountant’s determination will be made within nine (9) days after its engagement (which engagement will be made no later than two (2) days after the end of the applicable Resolution Period)one hand, or as soon thereafter as possiblethe buyer, and will be set forth in a written statement delivered to Buyer and Sellers. The final Purchase Price Calculation, as finalized by on the other hand) against which the Independent AccountantAccounting Firm shall rule, shall be or allocated as deemed final and conclusiveappropriate by such Independent Accounting Firm.

Purchase Price Reconciliation. (ai) Upon receipt of the Purchase Price Calculation in accordance Section 2.4(a)(i), Buyer shall have ten Within sixty (1060) days to review such Purchase Price Calculation and to give Sellers written notice of its objection to any item or calculation contained therein, specifying in reasonable detail all disputed items and the basis therefor (a “Dispute Notice”). During such ten (10) day period, the Sellers shall promptly provide to Buyer any information reasonably requested, as and when available, concerning the Purchase Price Calculation and any of the information described in Section 9.2(f). If Buyer concurs with the Purchase Price Calculation, or otherwise does not give Sellers a Dispute Notice within such ten (10) day period, such Purchase Price Calculation shall be deemed final and conclusive with respect to the determination of the Purchase Price, and shall be binding on the Parties for all purposes under this Agreement, provided that in the event that any Party discovers an error relating to the Purchase Price Calculation subsequent to such date but prior to after the Closing Date, the discovering Party Buyer shall promptly notify provide to the other Parties Sellers a written reconciliation showing the Net Current Asset Deviation and EBIDTA Closing Deviation, which shall disclose the manner of calculation of same. (ii) Unless the Sellers shall deliver a revised Purchase Price Calculation serve the Buyer with an objection as to Buyer, and Buyer shall have an additional five (5) days to review. (b) If Buyer delivers to Sellers a Dispute Notice objecting to any items or calculations contained in the Purchase Price Calculation calculation of either the Net Current Asset Deviation and/or EBIDTA Closing Deviation within the applicable ten (10) day periodbusiness days after receipt of the reconciliation, then the Purchase Price adjustments shall be considered effective and binding on the parties. (iii) In the event that Sellers serve Buyer with a written objection per subparagraph (ii) above, the Parties shall meet within five (5) days following the date of the Dispute Notice (the “Resolution Period”) Sellers, Buyer and their respective accountants shall attempt in good faith to resolve such objections and any written resolution matters within thirty (30) days after receipt of such objection by them as to any disputed amount shall be deemed final and conclusive with respect to the determination of the Purchase PriceBuyer, and shall be binding on the Parties for all purposes under this Agreementif unable to do so, provided that in the event that any Party discovers an error relating to the Purchase Price Calculation subsequent to the applicable within ten (10) day period but prior to the Closing Datebusiness days thereafter, the discovering Party shall promptly notify the other Parties Buyer and the Sellers shall deliver instruct their respective accountants to select a revised third certified public accountant (the “Independent Accounting Firm”). All three accountants shall then meet to resolve the remaining dispute concerning the Purchase Price Calculation to Buyer, and Buyer shall have an additional adjustment not more than forty five (545) days to review. Except as contemplated by after service of the immediately preceding proviso, any amounts that were not timely disputed pursuant to a Dispute Notice written objection upon the Buyer per subparagraph (or if so disputed, subsequently resolvedii) may not be disputed absent manifest error or fraud. (c) If the Parties are unable to resolve Buyer’s objections within the Resolution Period, then all amounts and issues remaining in dispute and Seller’s responses thereto will be submitted by Buyer and Sellers for review by the Independent Accountantabove. The Parties agree to execute, if requested by agreement of two of the Independent Accountant, a reasonable engagement letter with respect to three accountants shall be final and binding on the determination to be made by the Independent Accountantparties. The Independent Accountant will determine only those issues still in dispute at the end of the applicable Resolution Period fees and the Independent Accountant’s determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Accountant will be based solely on presentations with respect to such disputed items by Buyer and Sellers to the Independent Accountant and not on the Independent Accountant’s independent review. Each of Buyer and Seller will use its commercially reasonable efforts to make its presentation as promptly as practicable following submission to the Independent Accountant of the disputed items, and each such Party will be entitled, as part of its presentation, to respond to the presentation of the other Party and any questions and requests expenses of the Independent Accountant. Discovery Accounting Firm associated with resolving disputes concerning the Purchase Price adjustments shall be limited to documents designated borne by the Independent Accountant as necessary for it to assess party (the proper calculation of Sellers, on the Purchase Price, consistent with this Agreement. The Independent Accountant’s determination will be made within nine (9) days after its engagement (which engagement will be made no later than two (2) days after the end of the applicable Resolution Period)one hand, or as soon thereafter as possiblethe Buyer, and will be set forth in a written statement delivered to Buyer and Sellers. The final Purchase Price Calculation, as finalized by on the other hand) against which the Independent AccountantAccounting Firm shall rule, shall be or allocated as deemed final and conclusiveappropriate by such Independent Accounting Firm.