Common use of Resolution by CPA Firm Clause in Contracts

Resolution by CPA Firm. If Buyer and the Appointed Agent are unable to resolve the Balance Sheet Dispute within 15 days following the delivery of a Balance Sheet Objection to Buyer, then, at any time thereafter, Buyer or the Appointed Agent may elect to have the Balance Sheet Dispute resolved by Xxxx Xxxxx, or, if Xxxx Xxxxx is unable or unwilling to act, another internationally recognized firm of independent public accountants as to which Buyer and the Appointed Agent mutually agree (the “CPA Firm”), which shall, acting as an expert and not as an arbitrator, determine on the basis of the standards set forth in Sections 3.3(a), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review 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 Balance Sheet requires adjustment. In connection with the engagement of the CPA Firm, each of Buyer and the Appointed Agent shall execute reasonable engagement letters and supply such other documents and information as the CPA Firm reasonably requires or as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within 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 3.3(a) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by Buyer or the Appointed Agent, or less than the smallest value for such item claimed by Buyer or the Appointed Agent, as set forth in the Preliminary Closing Balance Sheet and the Balance Sheet Objection.

Resolution by CPA Firm. If Buyer Parent and the Appointed Agent Representative are unable to resolve the Balance Sheet Working Capital Statement Dispute within 15 30 days following the after delivery of Parent’s written notice in response to a Balance Sheet Objection to BuyerWorking Capital Statement Objection, then, at any time thereafter, Buyer either Parent or the Appointed Agent Representative may elect to have the Balance Sheet Working Capital Statement Dispute resolved by Xxxx XxxxxDeloitte & Touche LLP, or, if Xxxx Xxxxx is unable or unwilling to act, another internationally nationally recognized firm of independent public accountants as to which Buyer Parent and the Appointed Agent Representative mutually agree (the “CPA Firm”), which shall, acting as an expert and not as an arbitrator, determine on the basis of the standards set forth in Sections 3.3(aSection 2.11(a), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review and without regard to any objections of Buyer that are not described in the Balance Sheet Objectionreview), whether and to what extent, if any, the Net Working Capital as derived from the Preliminary Closing Balance Sheet Working Capital Statement requires adjustment. In connection with the engagement of the CPA Firm, each of Buyer and the Appointed Agent party shall execute reasonable engagement letters and supply such other documents and information as the CPA Firm reasonably requires or as such Party party deems appropriate. None of Parent, the Representative, or any of their respective Affiliates shall engage, or agree to engage, the CPA Firm to perform any services other than as described 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 30 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 3.3(a2.11(a) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by Buyer or the Appointed Agentany party, or less than the smallest value for such item claimed by Buyer or the Appointed Agentany party, as set forth in the Preliminary Closing Balance Sheet Working Capital Statement or the Working Capital Statement Objection. The CPA Firm’s determination of the Working Capital Statement Dispute (the “Working Capital Determination”) shall be conclusive and binding upon the Balance Sheet ObjectionParties.

Resolution by CPA Firm. If Buyer and the Appointed Agent Seller Representative are unable to resolve the Balance Sheet Dispute within 15 thirty (30) days following the delivery of a Balance Sheet Objection to Buyer, then, at any time thereafter, Buyer or the Appointed Agent Seller Representative may elect to have the Balance Sheet Dispute resolved by Xxxx XxxxxCitrin Cxxxxxxxx; provided, orthat, (i) if Xxxx Xxxxx is unable at such time either the Seller Representative or unwilling Buyer shall discover a bona fide conflict with respect to actCitrin Cxxxxxxxx or (ii) if Citrin Cxxxxxxxx does not accept the engagement, then by another internationally independent nationally recognized accounting firm of independent public accountants as to which Buyer and the Appointed Agent Seller Representative mutually agree (the “CPA Firm”), which shall, acting as an expert and not as an arbitrator, determine on the basis of the standards set forth in Sections 3.3(a2.4(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 review and without regard to any objections of Buyer 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 Balance Sheet requires adjustment. In connection with the engagement of the CPA Firm, each of Buyer and the Appointed Agent Party shall execute reasonable engagement letters and supply such other documents and information as the CPA Firm reasonably requires or as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within 30 fifteen (15) 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 3.3(a2.4(a) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by Buyer or the Appointed Agentany Party, or less than the smallest value for such item claimed by Buyer or the Appointed Agentany Party, as set forth in the Preliminary Closing Balance Sheet and the Balance Sheet Objection.

Resolution by CPA Firm. If Seller and Buyer and the Appointed Agent are unable to resolve the Balance Sheet Closing Statement Dispute within 15 30 days following the after delivery of a Balance Sheet response to the Closing Statement Objection by Seller to Buyer, then, at any time thereafter, either Seller or Buyer or the Appointed Agent may elect to have the Balance Sheet Closing Statement Dispute resolved by Xxxx Xxxxx, or, if Xxxx Xxxxx is unable or unwilling to act, another internationally recognized firm of independent public accountants as to which Buyer and the Appointed Agent mutually agree KPMG LLP (the “CPA Firm”), which shall, acting as an expert and not as an arbitrator, shall determine on the basis of the standards set forth in Sections 3.3(aSection 2.3(a), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review and without regard to any objections of Buyer that are not described in the Balance Sheet Objectionreview), whether and to what extent, if any, the Net Working Capital as derived from the Preliminary Closing Balance Sheet Statement requires adjustment. In connection with the engagement of the CPA Firm, each of Buyer and the Appointed Agent Party shall execute reasonable engagement letters and supply such other documents and information as the CPA Firm reasonably requires or as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within 30 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 3.3(a2.3(a) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by Buyer or the Appointed Agentany Party, or less than the smallest value for such item claimed by Buyer or the Appointed Agentany Party, as set forth in the Preliminary Closing Balance Sheet Statement or the Closing Statement Objection. The CPA Firm’s determination of the Closing Statement Dispute shall be conclusive and binding upon the Balance Sheet ObjectionParties.

Resolution by CPA Firm. If Buyer and the Appointed Agent Company are unable to resolve the Balance Sheet Dispute a dispute over an Earn-Out Notice of Objection within 15 twenty (20) calendar days following the after Company’s delivery of a Balance Sheet such Earn-Out Notice of Objection to Buyer, then, then at any time thereafter, thereafter Buyer or the Appointed Agent Company may elect to have the Balance Sheet Dispute disputed matter resolved by Xxxx Xxxxx, or, if Xxxx Xxxxx is unable or unwilling to act, another internationally a nationally recognized firm of independent public accountants as to which Buyer and the Appointed Agent Company mutually agree (the “CPA Firm”), which who shall, acting as an expert experts and not as an arbitratorarbitrators, determine on the basis of the standards set forth in Sections 3.3(a)Section 3.7, and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review and without regard to any objections of Buyer that are not described in the Balance Sheet Objectionreview), whether and to what extent, if any, the Net Working Capital an Earn-Out Amount as derived from the Preliminary Closing Balance Sheet an Earn-Out Statement requires adjustment, or what portion of the Purchase Price should be allocated to each of the Purchased Assets. In connection with the engagement of the CPA Firm, each of Buyer and the Appointed Agent Company shall execute reasonable engagement letters and supply such other documents and information as the CPA Firm reasonably requires or requires. Without limiting the Parties’ obligations under this Section 3.10, each 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 30 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 Disputea dispute over an Earn-Out Notice of Objection, the CPA Firm (A) shall utilize the criteria set forth in Section 3.3(a) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by Buyer or the Appointed Agent, or less than the smallest value for such item claimed by Buyer or the Appointed Agent, as set forth in the Preliminary Closing Balance Sheet and the Balance Sheet Objection3.7.

Resolution by CPA Firm. If Buyer the Seller Representative and the Appointed Agent Purchaser are unable to resolve the Balance Sheet Closing Statement Dispute within 15 sixty (60) calendar days following after the delivery of a Balance Sheet Closing Statement Objection to Buyerthe Purchaser, then, then at any time thereafter, Buyer thereafter the Seller Representative or the Appointed Agent Purchaser may elect to have the Balance Sheet Closing Statement Dispute resolved by Xxxx XxxxxPricewaterhouseCoopers LLP (provided that neither Seller Representative nor Purchaser has engaged such firm for any purpose in the last three years), or, if Xxxx Xxxxx is unable or unwilling to act, another internationally nationally recognized firm of independent public accountants as to which Buyer the Seller Representative and the Appointed Agent Purchaser mutually agree (the “CPA Firm”), which who shall, acting as an expert experts and not as an arbitratorarbitrators, determine on the basis of the standards criteria set forth in Sections 3.3(a)this Section 2.4, and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review and without regard to any objections of Buyer that are not described in the Balance Sheet Objectionreview), 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 Balance Sheet Statement requires adjustment. In connection with the engagement of the CPA Firm, each of Buyer and the Appointed Agent 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 or 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 30 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 3.3(a) 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 Buyer or the Appointed Agentany Party, or less than the smallest value for such item claimed by Buyer or the Appointed Agentany Party, as set forth in presented to the Preliminary CPA Firm pursuant hereto. The Proposed Final Closing Balance Sheet and Statement, as it may be adjusted by the Balance Sheet ObjectionCPA’ Firm’s resolution of the Closing Statement Dispute shall constitute the Final Closing Statement.

Resolution by CPA Firm. If Buyer and the Appointed Agent Company are unable to resolve (i) the Balance Sheet Dispute (if any) within 15 thirty (30) calendar days following the after Buyer’s delivery of a 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, then at any time thereafter, thereafter Buyer or the Appointed Agent Company may elect to have the Balance Sheet Dispute disputed matter resolved by Xxxx Xxxxx, or, if Xxxx Xxxxx is unable or unwilling to act, another internationally a nationally recognized firm of independent public accountants as to which Buyer and the Appointed Agent Company mutually agree (the “CPA Firm”), which who shall, acting as an expert experts and not as an arbitratorarbitrators, determine on the basis of the standards set forth in Sections 3.3(a)Section 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 and without regard to any objections of Buyer that are not described in the Balance Sheet Objectionreview), 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 of Buyer and the Appointed Agent Company shall execute reasonable engagement letters and supply such other documents and information as the CPA Firm reasonably requires or requires. Without limiting the Parties’ obligations under this Section 3.8, each 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 30 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 3.3(a) 3.3, and (Bii) shall not assign a value to any item greater than the greatest value for such item claimed by Buyer or the Appointed Agentany Party, or less than the smallest value for such item claimed by Buyer or the Appointed Agentany 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 the Preliminary Closing Balance Sheet and the Balance Sheet ObjectionSection 3.5.

Resolution by CPA Firm. If Parent and Buyer and the Appointed Agent are unable to resolve the Balance Sheet Dispute within 15 sixty (60) calendar days following after the delivery of a Balance Sheet Closing Statement Objection to Buyer, then, then at any time thereafter, thereafter Parent or Buyer or the Appointed Agent may elect to have the Balance Sheet Dispute resolved by Xxxx Xxxxx, or, if Xxxx Xxxxx is unable Deloitte & Touche,or unwilling to act, another internationally nationally recognized firm of independent public accountants as to which Parent and Buyer and the Appointed Agent mutually agree (the “CPA Firm”), which who shall, acting as an expert experts and not as an arbitratorarbitrators, determine on the basis of the standards set forth in Sections 3.3(aSection 2.3(b), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review and without regard to any objections of Buyer that are not described in the Balance Sheet Objectionreview), whether and to what extent, if any, the Net Working Capital as derived from the Preliminary Closing Balance Sheet Statement requires adjustment. In connection with the engagement of the CPA Firm, each of Buyer and the Appointed Agent 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 or 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 30 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 3.3(a2.3(b) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by Buyer or the Appointed Agentany Party, or less than the smallest value for such item claimed by Buyer or the Appointed Agentany Party, as set forth in presented to the Preliminary Closing Balance Sheet and the Balance Sheet ObjectionCPA Firm pursuant hereto.

Resolution by CPA Firm. If Shareholders’ Representative and Buyer and the Appointed Agent are unable to resolve the Balance Sheet Closing Statement Dispute within 15 fifteen (15) days following after the delivery of a Balance Sheet Closing Statement Objection to Buyer, then, at any time thereafter, then Shareholders’ Representative or Buyer or the Appointed Agent may elect to have the Balance Sheet Closing Statement Dispute resolved by Xxxx Xxxxx, or, if Xxxx Xxxxx is unable or unwilling to act, another internationally recognized firm of independent public accountants as to which Buyer and the Appointed Agent mutually agree (the “CPA Firm”), which who shall, acting as an expert experts and not as an arbitratorarbitrators, determine on the basis of the standards set forth in Sections 3.3(a)Section 2.4, and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review and without regard to any objections of Buyer that are not described in the Balance Sheet Objectionreview), whether and to what extent, if any, the Net Working Capital Amount as derived from the Preliminary Closing Balance Sheet Statement requires adjustment. In connection with the engagement of the CPA Firm, each of Buyer and the Appointed Agent Party shall execute reasonable engagement letters 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 requires or shall determine the relevant matter to which the Closing Statement Dispute relates against the failing Party in all respects. 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 30 no later than sixty (60) 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 3.3(a) 2.4, and (B) shall not assign a value to any item greater than the greatest value for such item claimed by Buyer or the Appointed Agentany Party, or less than the smallest value for such item claimed by Buyer or any Party, as presented to the Appointed Agent, 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 the Preliminary Closing Balance Sheet and the Balance Sheet Objectionthis Section 2.4(f)(ii).

Resolution by CPA Firm. If Buyer and the Appointed Shareholders’ Agent are unable to resolve the Balance Sheet Dispute within 15 five (5) days following the delivery of a Balance Sheet Objection to Buyer, then, at any time thereafter, Buyer or the Appointed Shareholders’ Agent may elect to have the Balance Sheet Dispute resolved by Xxxx XxxxxXxxxx Xxxxx Xxxxxxx Xxxxxx, orLLP, if Xxxx Xxxxx is unable or unwilling to act, another internationally nationally recognized firm of independent public accountants as to which Buyer and the Appointed Shareholders’ Agent mutually agree (the “CPA Firm”), which shall, acting as an expert and not as an arbitrator, determine on the basis of the standards set forth in Sections 3.3(a2(e)(i), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review and without regard to any objections of Buyer 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 Balance Sheet requires adjustment. In connection with the engagement of the CPA Firm, each of Buyer and the Appointed Agent Party shall execute reasonable engagement letters and supply such other documents and information as the CPA Firm reasonably requires or as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within 30 fifteen (15) 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 3.3(a) 2(e)(i), and (B) shall not assign a value to any item greater than the greatest value for such item claimed by Buyer or the Appointed Agentany Party, or less than the smallest value for such item claimed by Buyer or the Appointed Agentany Party, as set forth in the Preliminary Closing Balance Sheet and the Balance Sheet Objection.

Resolution by CPA Firm. If Buyer and the Appointed Agent Seller are unable to resolve the Balance Sheet Dispute within 15 thirty (30) calendar days following the delivery of a Balance Sheet Objection to BuyerObjection, then, then at any time thereafter, thereafter Buyer or the Appointed Agent Seller may elect to have the Balance Sheet Dispute resolved by Xxxx Xxxxx, or, if Xxxx Xxxxx is unable or unwilling to act, another internationally a nationally recognized firm of independent public accountants as to which Buyer and the Appointed Agent Seller mutually agree (the “"CPA Firm”"). The CPA Firm shall not be rendering, which and during the preceding two-year period shall not have rendered, audit services to Buyer, Seller or Company. The CPA Firm shall, acting as an expert experts and not as an arbitratorarbitrators, determine on the basis of the standards set forth in Sections 3.3(aSection 2.3(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 and without regard to any objections of Buyer that are not described in the Balance Sheet Objectionreview), 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 Balance Sheet requires adjustment. In connection with the engagement of the CPA Firm, each of Buyer and the Appointed Agent Party shall execute reasonable engagement letters and supply such other documents and information as the CPA Firm reasonably requires or requires. Without limiting 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 30 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 3.3(a) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by Buyer or the Appointed Agentany Party, or less than the smallest value for such item claimed by Buyer or the Appointed Agentany Party, as presented to the CPA Firm pursuant hereto. The CPA Firm's determination hereunder shall be set forth in the Preliminary Closing Balance Sheet a written statement delivered to Seller and the Balance Sheet ObjectionBuyer and shall be final, binding, conclusive and nonappealable.

Resolution by CPA Firm. If Parent and Buyer and the Appointed Agent are unable to resolve the Balance Sheet Closing Statement Dispute within 15 forty-five (45) days following the after delivery of a Balance Sheet Closing Statement Objection to Buyer, then, at any time thereafter, either Parent or Buyer or the Appointed Agent may elect to have the Balance Sheet Closing Statement Dispute resolved by Xxxx XxxxxPricewaterhouseCoopers, or, if Xxxx Xxxxx is unable or unwilling to act, another internationally recognized firm of independent public accountants as to which Parent and Buyer and the Appointed Agent mutually agree (the “CPA Firm”), which shall, acting as an expert and not as an arbitrator, determine on the basis of the standards set forth in Sections 3.3(aSection 2.4(b), and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review and without regard to any objections of Buyer that are not described in the Balance Sheet Objectionreview), whether and to what extent, if any, the Net Working Capital as derived from the Preliminary Closing Balance Sheet Statement requires adjustment. In connection with the engagement of the CPA Firm, each of Buyer and the Appointed Agent Party shall execute reasonable engagement letters and supply such other documents and information as the CPA Firm reasonably requires or as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within 30 fifteen (15) 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 3.3(a2.4(b) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by Buyer or the Appointed Agentany Party, or less than the smallest value for such item claimed by Buyer or the Appointed Agentany Party, as set forth in the Preliminary Closing Balance Sheet Statement and the Balance Sheet Closing Statement Objection.