Common use of Resolution by CPA Firm Clause in Contracts

Resolution by CPA Firm. If Parent and Buyer are unable to resolve the Balance Sheet Dispute within sixty (60) calendar days after the delivery of a Closing Statement Objection to Buyer, then at any time thereafter Parent or Buyer may elect to have the Balance Sheet Dispute resolved by Deloitte & Touche,or another nationally recognized firm of independent public accountants as to which Parent and Buyer mutually agree (the “CPA Firm”), who shall, acting as experts and not as arbitrators, determine on the basis of the standards set forth in Section 2.3(b), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review), whether and to what extent, if any, the Net Working Capital as derived from the Preliminary Closing Statement requires adjustment. In connection with the engagement of the CPA Firm, each Party shall execute reasonable engagement letters in the reasonable discretion of the respective parties and supply such other documents and information as the CPA Firm reasonably requires. Without limitation, each Party may submit such data and information to the CPA Firm as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) calendar days after submission of the Balance Sheet Dispute to it and, in any case, as soon as practicable after such submission. In resolving the Balance Sheet Dispute, the CPA Firm (A) shall utilize the criteria set forth in Section 2.3(b) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any Party, or less than the smallest value for such item claimed by any Party, as presented to the CPA Firm pursuant hereto.

Resolution by CPA Firm. If Parent the Seller Representative and Buyer the Purchaser are unable to resolve the Balance Sheet Closing Statement Dispute within sixty (60) calendar days after the delivery of a Closing Statement Objection to Buyerthe Purchaser, then at any time thereafter Parent the Seller Representative or Buyer the Purchaser may elect to have the Balance Sheet Closing Statement Dispute resolved by Deloitte & Touche,PricewaterhouseCoopers LLP (provided that neither Seller Representative nor Purchaser has engaged such firm for any purpose in the last three years), or another nationally recognized firm of independent public accountants as to which Parent the Seller Representative and Buyer Purchaser mutually agree (the “CPA Firm”), who shall, acting as experts and not as arbitrators, determine on the basis of the standards criteria set forth in this Section 2.3(b)2.4, and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review), whether and to what extent, if any, the sum of Net Working Capital plus Recent CapX and Vault Cash Deficiency as derived from the Preliminary Proposed Final Closing Statement requires adjustment. In connection with the engagement of the CPA Firm, each Party shall execute reasonable engagement letters in the reasonable discretion of the respective parties and supply such other documents and information as the CPA Firm reasonably requires. Without limitation, each Party may submit such data and information to the CPA Firm as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) calendar days after submission of the Balance Sheet Closing Statement Dispute to it and, in any case, as soon as practicable after such submission. In resolving the Balance Sheet Closing Statement Dispute, the CPA Firm (A) shall utilize accounting principles that are consistent with GAAP and the criteria set forth in Section 2.3(b) Companies’ historical calculation of current assets and current liabilities and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any Party, or less than the smallest value for such item claimed by any Party, as presented to the CPA Firm pursuant hereto. The Proposed Final Closing Statement, as it may be adjusted by the CPA’ Firm’s resolution of the Closing Statement Dispute shall constitute the Final Closing Statement.

Resolution by CPA Firm. If Parent Buyer and Buyer the Shareholders’ Agent are unable to resolve the Balance Sheet Dispute within sixty five (605) calendar days after following the delivery of a Closing Statement Balance Sheet Objection to Buyer, then then, at any time thereafter Parent thereafter, Buyer or Buyer the Shareholders’ Agent may elect to have the Balance Sheet Dispute resolved by Deloitte & Touche,Xxxxx Xxxxx Xxxxxxx Xxxxxx, LLP, or another nationally recognized firm of independent public accountants as to which Parent Buyer and Buyer the Shareholders’ Agent mutually agree (the “CPA Firm”), who which shall, acting as experts an expert and not as arbitratorsan arbitrator, determine on the basis of the standards set forth in Section 2.3(bSections 2(e)(i), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent reviewreview and without regard to any objections of the Shareholders’ Agent or the Shareholders that are not described or referred to in the Balance Sheet Objection), whether and to what extent, if any, the Net Working Capital as derived from the Preliminary Closing Statement Balance Sheet requires adjustment. In connection with the engagement of the CPA Firm, each Party shall execute reasonable engagement letters in the reasonable discretion of the respective parties and supply such other documents and information as the CPA Firm reasonably requires. Without limitation, each Party may submit such data and information to the CPA Firm requires or as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) calendar days after submission of the Balance Sheet Dispute to it and, in any case, as soon as practicable after such submission. In resolving the Balance Sheet Dispute, the CPA Firm (A) shall utilize the criteria set forth in Section 2.3(b) 2(e)(i), and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any Party, or less than the smallest value for such item claimed by any Party, as presented to set forth in the CPA Firm pursuant heretoPreliminary Closing Balance Sheet and the Balance Sheet Objection.

Resolution by CPA Firm. If Parent and Buyer are unable to resolve the Balance Sheet Closing Statement Dispute within sixty forty-five (6045) calendar days after the delivery of a Closing Statement Objection to Buyer, then then, at any time thereafter thereafter, either Parent or Buyer may elect to have the Balance Sheet Closing Statement Dispute resolved by Deloitte & Touche,PricewaterhouseCoopers, or another nationally internationally recognized firm of independent public accountants as to which Parent and Buyer mutually agree (the “CPA Firm”), who which shall, acting as experts an expert and not as arbitratorsan arbitrator, determine on the basis of the standards set forth in Section 2.3(b2.4(b), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review), whether and to what extent, if any, the Net Working Capital as derived from the Preliminary Closing Statement requires adjustment. In connection with the engagement of the CPA Firm, each Party shall execute reasonable engagement letters in the reasonable discretion of the respective parties and supply such other documents and information as the CPA Firm reasonably requires. Without limitation, each Party may submit such data and information to the CPA Firm requires or as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) calendar days after submission of the Balance Sheet Closing Statement Dispute to it and, in any case, as soon as practicable after such submission. In resolving the Balance Sheet Closing Statement Dispute, the CPA Firm (A) shall utilize the criteria set forth in Section 2.3(b2.4(b) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any Party, or less than the smallest value for such item claimed by any Party, as presented to set forth in the CPA Firm pursuant heretoPreliminary Closing Statement and the Closing Statement Objection.

Resolution by CPA Firm. If Parent and Buyer the Representative are unable to resolve the Balance Sheet Working Capital Statement Dispute within sixty (60) calendar 30 days after the delivery of Parent’s written notice in response to a Closing Working Capital Statement Objection to BuyerObjection, then then, at any time thereafter thereafter, either Parent or Buyer the Representative may elect to have the Balance Sheet Working Capital Statement Dispute resolved by Deloitte & Touche,Touche LLP, or another nationally recognized firm of independent public accountants as to which Parent and Buyer the Representative mutually agree (the “CPA Firm”), who which shall, acting as experts an expert and not as arbitratorsan arbitrator, determine on the basis of the standards set forth in Section 2.3(b2.11(a), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review), whether and to what extent, if any, the Net Working Capital as derived from the Preliminary Closing Working Capital Statement requires adjustment. In connection with the engagement of the CPA Firm, each Party party shall execute reasonable engagement letters in the reasonable discretion of the respective parties and supply such other documents and information as the CPA Firm reasonably requiresrequires or as such party deems appropriate. Without limitationNone of Parent, each Party may submit such data and information the Representative, or any of their respective Affiliates shall engage, or agree to engage, the CPA Firm to perform any services other than as such Party deems appropriatedescribed in this Section 2.11(e)(ii) until after the CPA Firm completes its determination of the Working Capital Statement Dispute. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) calendar 15 days after submission of the Balance Sheet Working Capital Statement Dispute to it and, in any case, as soon as practicable after such submission. In resolving the Balance Sheet Working Capital Statement Dispute, the CPA Firm (A) shall utilize the criteria set forth in Section 2.3(b2.11(a) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any Partyparty, or less than the smallest value for such item claimed by any Partyparty, as presented to set forth in the Preliminary Working Capital Statement or the Working Capital Statement Objection. The CPA Firm pursuant heretoFirm’s determination of the Working Capital Statement Dispute (the “Working Capital Determination”) shall be conclusive and binding upon the Parties.

Resolution by CPA Firm. If Parent Buyer and Buyer the Shareholder are unable to resolve the Balance Sheet Dispute within sixty thirty (6030) calendar days after following the delivery of a Closing Statement Balance Sheet Objection to Buyer, then then, at any time thereafter Parent thereafter, Buyer or Buyer the Shareholder may elect to have the Balance Sheet Dispute resolved by Deloitte & Touche,RSM McGladrey, or if RSM McGladrey does not accept the engagement, then by another independent, nationally recognized accounting firm of independent public accountants as to which Parent and Buyer mutually agree (the “CPA Firm”), who which shall, acting as experts an expert and not as arbitratorsan arbitrator, determine on the basis of the standards set forth in Section 2.3(bSections 2.4(a) and 2.4(c), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent reviewreview and without regard to any objections of the Shareholder that are not described in the Balance Sheet Objection), whether and to what extent, if any, the Net Working Capital as derived from the Preliminary Closing Statement Balance Sheet requires adjustment. In connection with the engagement of the CPA Firm, each Party shall execute reasonable engagement letters in the reasonable discretion of the respective parties and supply such other documents and information as the CPA Firm reasonably requires. Without limitation, each Party may submit such data and information to the CPA Firm requires or as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) calendar days after submission of the Balance Sheet Dispute to it and, in any case, as soon as practicable after such submission. In resolving the Balance Sheet Dispute, the CPA Firm (A) shall utilize the criteria set forth in Section 2.3(b2.4(a) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any Party, or less than the smallest value for such item claimed by any Party, as presented to set forth in the CPA Firm pursuant heretoPreliminary Closing Balance Sheet and the Balance Sheet Objection.

Resolution by CPA Firm. If Parent Buyer and Buyer the Appointed Agent are unable to resolve the Balance Sheet Dispute within sixty (60) calendar 15 days after following the delivery of a Closing Statement Balance Sheet Objection to Buyer, then then, at any time thereafter Parent thereafter, Buyer or Buyer the Appointed Agent may elect to have the Balance Sheet Dispute resolved by Deloitte & Touche,Xxxx Xxxxx, or, if Xxxx Xxxxx is unable or unwilling to act, another nationally internationally recognized firm of independent public accountants as to which Parent Buyer and Buyer the Appointed Agent mutually agree (the “CPA Firm”), who which shall, acting as experts an expert and not as arbitratorsan arbitrator, determine on the basis of the standards set forth in Section 2.3(bSections 3.3(a), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent reviewreview and without regard to any objections of Buyer that are not described in the Balance Sheet Objection), whether and to what extent, if any, the Net Working Capital as derived from the Preliminary Closing Statement Balance Sheet requires adjustment. In connection with the engagement of the CPA Firm, each Party of Buyer and the Appointed Agent shall execute reasonable engagement letters in the reasonable discretion of the respective parties and supply such other documents and information as the CPA Firm reasonably requires. Without limitation, each Party may submit such data and information to the CPA Firm requires or as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) calendar 30 days after submission of the Balance Sheet Dispute to it and, in any case, as soon as practicable after such submission. In resolving the Balance Sheet Dispute, the CPA Firm (A) shall utilize the criteria set forth in Section 2.3(b3.3(a) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any PartyBuyer or the Appointed Agent, or less than the smallest value for such item claimed by any PartyBuyer or the Appointed Agent, as presented to set forth in the CPA Firm pursuant heretoPreliminary Closing Balance Sheet and the Balance Sheet Objection.

Resolution by CPA Firm. If Parent Buyer and Buyer Seller are unable to resolve the Balance Sheet Dispute within sixty thirty (6030) calendar days after following the delivery of a Closing Statement Objection to BuyerBalance Sheet Objection, then at any time thereafter Parent Buyer or Buyer Seller may elect to have the Balance Sheet Dispute resolved by Deloitte & Touche,or another a nationally recognized firm of independent public accountants as to which Parent Buyer and Buyer Seller mutually agree (the “"CPA Firm”"). The CPA Firm shall not be rendering, who and during the preceding two-year period shall not have rendered, audit services to Buyer, Seller or Company. The CPA Firm shall, acting as experts and not as arbitrators, determine on the basis of the standards set forth in Section 2.3(b2.3(a) and Section 2.3(c), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review), whether and to what extent, if any, any item on the Audited Closing Balance Sheet or the Net Working Capital Asset Value as derived from of the Preliminary Effective Time as reflected on the Audited Closing Statement Balance Sheet requires adjustment. In connection with the engagement of the CPA Firm, each Party shall execute reasonable engagement letters in the reasonable discretion of the respective parties and supply such other documents and information as the CPA Firm reasonably requires. Without limitationlimiting the Parties' obligations under this Section 2.3(f), each Party may submit such data and information to the CPA Firm as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) calendar days after submission of the Balance Sheet Dispute to it and, in any case, as soon as practicable after such submission. In resolving the Balance Sheet Dispute, the CPA Firm (A) shall utilize the criteria set forth in Section 2.3(b) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any Party, or less than the smallest value for such item claimed by any Party, as presented to the CPA Firm pursuant hereto. The CPA Firm's determination hereunder shall be set forth in a written statement delivered to Seller and Buyer and shall be final, binding, conclusive and nonappealable.

Resolution by CPA Firm. If Parent Buyer and Buyer Company are unable to resolve (i) the Balance Sheet Dispute (if any) within sixty thirty (6030) calendar days after the Buyer’s delivery of a Closing Statement Balance Sheet Objection to Company, or (ii) a dispute over an Earn-Out Notice of Objection within twenty (20) calendar days after Company’s delivery of such Earn-Out Notice of Objection to Buyer, then at any time thereafter Parent Buyer or Buyer Company may elect to have the Balance Sheet Dispute disputed matter resolved by Deloitte & Touche,or another a nationally recognized firm of independent public accountants as to which Parent Buyer and Buyer Company mutually agree (the “CPA Firm”), who shall, acting as experts and not as arbitrators, determine on the basis of the standards set forth in Section 2.3(b)3.3 or Section 3.5, and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review), whether and to what extent, if any, the Net Working Capital Asset Value as derived from the Preliminary Closing Balance Sheet requires adjustment, or whether and to what extent, if any, an Earn-Out Amount as derived from an Earn-Out Statement requires adjustment. In connection with the engagement of the CPA Firm, each Party of Buyer and Company shall execute reasonable engagement letters in the reasonable discretion of the respective parties and supply such other documents and information as the CPA Firm reasonably requires. Without limitationlimiting the Parties’ obligations under this Section 3.8, each Party of Buyer and Company may submit such data and information to the CPA Firm as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) calendar days after submission of the Balance Sheet Dispute dispute to it and, in any case, as soon as practicable after such submission. In resolving the Balance Sheet Dispute, the CPA Firm (Ai) shall utilize the criteria set forth in Section 2.3(b) 3.3, and (Bii) shall not assign a value to any item greater than the greatest value for such item claimed by any Party, or less than the smallest value for such item claimed by any Party, as presented to the CPA Firm pursuant hereto. In resolving a dispute over an Earn-Out Notice of Objection, the CPA Firm shall utilize the criteria set forth in Section 3.5.

Resolution by CPA Firm. If Parent Shareholders’ Representative and Buyer are unable to resolve the Balance Sheet Closing Statement Dispute within sixty fifteen (6015) calendar days after the delivery of a Closing Statement Objection to Buyer, then at any time thereafter Parent Shareholders’ Representative or Buyer may elect to have the Balance Sheet Closing Statement Dispute resolved by Deloitte & Touche,or another nationally recognized firm of independent public accountants as to which Parent and Buyer mutually agree (the “CPA Firm”), who shall, acting as experts and not as arbitrators, determine on the basis of the standards set forth in Section 2.3(b)2.4, and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review), whether and to what extent, if any, the Net Working Capital Amount as derived from the Preliminary Closing Statement requires adjustment. In connection with the engagement of the CPA Firm, each Party shall execute reasonable engagement letters in the reasonable discretion of the respective parties and supply such other documents documents, information and information as access to relevant accounting personnel and advisors promptly following the reasonable request therefore by the CPA Firm, provided, in the event a Party fails to do so, the CPA Firm reasonably requiresshall determine the relevant matter to which the Closing Statement Dispute relates against the failing Party in all respects. Without limitation, each Each Party may submit such data and information to the CPA Firm as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen no later than sixty (1560) calendar days after submission of the Balance Sheet Closing Statement Dispute to it it, and, in any case, as soon as practicable after such submission, giving due regard to the intention of the Parties to resolve such dispute as efficiently and inexpensively as possible. In resolving the Balance Sheet Closing Statement Dispute, the CPA Firm shall (A) shall utilize the criteria set forth in Section 2.3(b) 2.4, and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any Party, or less than the smallest value for such item claimed by any Party, as presented to the CPA Firm pursuant hereto. The CPA Firm shall not have any authority with respect to matters arising in connection with this Agreement other than as set forth in this Section 2.4(f)(ii).

Resolution by CPA Firm. If Parent Seller and Buyer are unable to resolve the Balance Sheet Closing Statement Dispute within sixty (60) calendar 30 days after the delivery of a response to the Closing Statement Objection by Seller to Buyer, then then, at any time thereafter Parent thereafter, either Seller or Buyer may elect to have the Balance Sheet Closing Statement Dispute resolved by Deloitte & Touche,or another nationally recognized firm of independent public accountants as to which Parent and Buyer mutually agree KPMG LLP (the “CPA Firm”), who shall, acting as experts and not as arbitrators, which shall determine on the basis of the standards set forth in Section 2.3(b2.3(a), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review), whether and to what extent, if any, the Net Working Capital as derived from the Preliminary Closing Statement requires adjustment. In connection with the engagement of the CPA Firm, each Party shall execute reasonable engagement letters in the reasonable discretion of the respective parties and supply such other documents and information as the CPA Firm reasonably requires. Without limitation, each Party may submit such data and information to the CPA Firm requires or as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) calendar 20 days after submission of the Balance Sheet Closing Statement Dispute to it and, in any case, as soon as practicable after such submission. In resolving the Balance Sheet Closing Statement Dispute, the CPA Firm (A) shall utilize the criteria set forth in Section 2.3(b2.3(a) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any Party, or less than the smallest value for such item claimed by any Party, as presented to set forth in the Preliminary Closing Statement or the Closing Statement Objection. The CPA Firm pursuant heretoFirm’s determination of the Closing Statement Dispute shall be conclusive and binding upon the Parties.

Resolution by CPA Firm. If Parent Buyer and Buyer the Seller Representative are unable to resolve the Balance Sheet Dispute within sixty thirty (6030) calendar days after following the delivery of a Closing Statement Balance Sheet Objection to Buyer, then then, at any time thereafter Parent thereafter, Buyer or Buyer the Seller Representative may elect to have the Balance Sheet Dispute resolved by Deloitte & Touche,Citrin Cxxxxxxxx; provided, that, (i) if at such time either the Seller Representative or Buyer shall discover a bona fide conflict with respect to Citrin Cxxxxxxxx or (ii) if Citrin Cxxxxxxxx does not accept the engagement, then by another independent nationally recognized accounting firm of independent public accountants as to which Parent Buyer and Buyer the Seller Representative mutually agree (the “CPA Firm”), who which shall, acting as experts an expert and not as arbitratorsan arbitrator, determine on the basis of the standards set forth in Section 2.3(bSections 2.4(a) and 2.4(c), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent reviewreview and without regard to any objections of the Seller Representative that are not described in the Balance Sheet Objection), whether and to what extent, if any, the Net Working Capital Capital, the amount of the Company Cash or the amount of the Funded Indebtedness or the Company Transaction Expenses, as derived from the Preliminary Closing Statement Balance Sheet requires adjustment. In connection with the engagement of the CPA Firm, each Party shall execute reasonable engagement letters in the reasonable discretion of the respective parties and supply such other documents and information as the CPA Firm reasonably requires. Without limitation, each Party may submit such data and information to the CPA Firm requires or as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) calendar days after submission of the Balance Sheet Dispute to it and, in any case, as soon as practicable after such submission. In resolving the Balance Sheet Dispute, the CPA Firm (A) shall utilize the criteria set forth in Section 2.3(b2.4(a) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any Party, or less than the smallest value for such item claimed by any Party, as presented to set forth in the CPA Firm pursuant heretoPreliminary Closing Balance Sheet and the Balance Sheet Objection.