Common use of Resolution of Disputed Adjustment Amount Clause in Contracts

Resolution of Disputed Adjustment Amount. Acquiror and Seller shall use their reasonable efforts for a period of thirty (30) calendar days after Seller's delivery of such notice (or such longer period as Acquiror and Seller shall mutually agree upon) to resolve any disagreements raised by Seller with respect to the calculation of the Adjustment Amount and shall promptly execute and deliver appropriate joint written instructions to the Escrow Agent if such disagreement is resolved. If, at the end of such period, Acquiror and Seller are unable to resolve such disagreements, Acquiror and Seller shall jointly select an independent auditor of recognized national standing that is not Xxxxxxxx to resolve any remaining disagreements; provided that PricewaterhouseCoopers LLP will be the independent auditor if Acquiror and Seller cannot agree on the selection of such independent auditor. The determination by such independent auditor shall be final, binding and conclusive on the parties. Acquiror and Seller shall use their reasonable efforts to cause the independent auditor to make its determination within thirty (30) calendar days of accepting its selection. Within ten (10) calendar days after the date of determination of such independent auditor, Acquiror and Seller shall promptly execute and deliver joint written instructions to the Escrow Agent, instructing the Escrow Agent to distribute to Acquiror and/or Seller, as the case may be, any funds remaining in the Escrow Account in accordance with the determination of the independent auditor. The fees and expenses of such independent auditor shall be borne by Acquiror and Seller Parties in proportion to the aggregate amount of all disputed items as to which such party's claim was unsuccessful (i.e., if there are $1,000,000 of disputed items and the independent auditor determines that Seller's claim prevails with respect to $250,000 of such disputed items and Acquiror's claim prevails with respect to $750,000 of such disputed items, then Seller Parties would be obligated to pay seventy five percent (75%) of the fees and expenses and Acquiror would be obligated to pay twenty five percent (25%) of the fees and expenses).

Resolution of Disputed Adjustment Amount. Acquiror Parent, the Purchaser and Seller shall the Securityholder Representative will use their reasonable efforts for a period of thirty (30) 30 calendar days after Seller's the Securityholder Representative’s delivery of such notice the Notice of Disagreement (or such longer period as Acquiror Parent, the Purchaser and Seller shall the Securityholder Representative mutually agree upon) to resolve any disagreements raised by Seller the Securityholder Representative in the Notice of Disagreement with respect to the calculation of the Adjustment Amount and shall promptly execute and deliver appropriate joint written instructions to the Escrow Agent if such disagreement is resolvedAmount. If, at the end of such period, Acquiror Parent, the Purchaser and Seller the Securityholder Representative are unable to resolve such disagreements, Acquiror Parent, the Purchaser and Seller shall the Securityholder Representative will jointly select an independent auditor of recognized national standing that is not Xxxxxxxx affiliated with Parent, the Purchaser or the Company (and which auditor, for the avoidance of doubt, will not be the independent registered public accounting firm of either party) to resolve any remaining disagreements; provided that PricewaterhouseCoopers LLP will be the . The independent auditor if Acquiror will consider only those items and Seller canamounts that Parent, the Purchaser and the Securityholder Representative are unable to resolve and with respect to such amount, its determination may not agree on be outside the selection range comprised of such independent auditorthe calculations set forth in the Pre-Closing Statement and the Closing Statement. The determination by such independent auditor shall will be final, binding binding, and conclusive on the parties. Acquiror Parent, the Purchaser and Seller shall the Securityholder Representative will use their reasonable efforts to cause the independent auditor to make its determination within thirty (30) 30 calendar days of accepting its selection. Within ten (10) calendar days after the date of determination of such independent auditor, Acquiror and Seller shall promptly execute and deliver joint written instructions to the Escrow Agent, instructing the Escrow Agent to distribute to Acquiror and/or Seller, as the case may be, any funds remaining in the Escrow Account in accordance with the determination of the independent auditorappointment. The fees and expenses of such independent auditor shall will be borne by Acquiror Parent, the Purchaser and Seller Parties the Securityholder Representative (on behalf of the Company Securityholders) in proportion to the aggregate amount of all disputed items as to which such party's ’s claim was unsuccessful (i.e., if there are $1,000,000 of disputed items and the independent auditor determines that Seller's the Securityholder Representative’s claim prevails with respect to $250,000 of such disputed items and Acquiror's Parent’s or the Purchaser’s claim prevails with respect to $750,000 of such disputed items, then Seller Parties the Securityholder Representative (on behalf of the Company Securityholders) would be obligated to pay seventy five percent (75%) % of the fees and expenses and Acquiror Parent and the Purchaser would be obligated to pay twenty five percent (pay, in the aggregate, 25%) % of the fees and expenses).

Resolution of Disputed Adjustment Amount. Acquiror Buyer Sub 1 and Seller shall use their reasonable best efforts for a period of thirty (30) calendar days after SellerBuyer Sub 1's delivery of such notice (or such longer period as Acquiror Buyer Sub 1 and Seller shall mutually agree upon) to resolve any disagreements raised by Seller Buyer Sub 1 with respect to the calculation of the Adjustment Amount and shall promptly execute and deliver appropriate joint written instructions to the Escrow Agent if such disagreement is resolvedAmount. If, at the end of such period, Acquiror Buyer Sub 1 and Seller are unable to resolve such disagreements, Acquiror and Seller KPMG Peat Marwick shall jointly select an independent auditor of recognized national standing that is not Xxxxxxxx to resolve any remaining disagreements; provided that PricewaterhouseCoopers LLP will be the independent auditor if Acquiror and Seller cannot agree on the selection of such independent auditor. The determination by such independent auditor KPMG Peat Marwick shall be final, binding and conclusive on the parties. Acquiror Buyer Sub 1 and Seller shall use their reasonable best efforts to cause the independent auditor KPMG Peat Marwick to make its determination within thirty (30) calendar days of accepting its selection. Within ten (10) calendar days after the date of determination of such independent auditorKPMG Peat Marwick, Acquiror and Buyer Sub 1 shall pay Seller, or Seller shall promptly execute pay Buyer Sub 1, as the case may be, and/or Seller and deliver joint written instructions Buyer Sub 1 shall cause to be paid out of the Escrow Agent, instructing the Escrow Agent Account to distribute to Acquiror and/or Buyer Sub 1 or Seller, as the case may be, any funds remaining the Adjustment Amount in the Escrow Account manner set forth in accordance with the determination of the independent auditorSection 2.5(b). The fees and expenses of such independent auditor KPMG Peat Marwick shall be borne by Acquiror Buyer Sub 1 and Seller Parties in proportion to the aggregate amount of all disputed items as to which such party's claim was unsuccessful (i.e., if there are $1,000,000 of disputed items and the independent auditor determines that Seller's claim prevails with respect to $250,000 of such disputed items and Acquiror's claim prevails with respect to $750,000 of such disputed items, then Seller Parties would be obligated to pay seventy five percent (75%) of the fees and expenses and Acquiror would be obligated to pay twenty five percent (25%) of the fees and expenses)equally.

Resolution of Disputed Adjustment Amount. Acquiror If the Seller Representative delivers an Adjustment Statement, Buyer and the Seller Representative shall use their reasonable efforts for a period of thirty (30) 30 calendar days after Seller's the Seller Representative’s delivery of such notice Adjustment Statement (or such longer period as Acquiror Buyer and the Seller Representative shall mutually agree upon) to resolve any disagreements raised by the Seller Representative with respect to the calculation of the Adjustment Amount Amount. If the Seller Representative and Buyer resolve such disagreements, then the Adjustment Amount, as agreed between the Seller Representative and Buyer, shall promptly execute and deliver appropriate joint written instructions to be the Escrow Agent if such disagreement is resolved“Final Adjustment Amount” for purposes of this Agreement. If, at the end of such period, Acquiror Buyer and the Seller Representative are unable to resolve such disagreements, Acquiror Buyer and the Seller Representative shall jointly select and retain an independent auditor of recognized national standing that is not Xxxxxxxx to resolve any remaining disagreements; , provided that PricewaterhouseCoopers KPMG LLP will be the independent auditor if Acquiror Buyer and the Seller Representative cannot agree on the selection of such independent auditor. The engagement agreement for the independent auditor must specify that the independent auditor will act as a neutral arbiter and not as a fiduciary to or advocate of either the Seller Representative or Buyer. The independent auditor will consider only those items and amounts set forth in the Adjustment Statement that Buyer and the Seller Representative are unable to resolve. In making its determination, the independent auditor shall not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either the Seller Representative or Buyer or that is less than the lowest value for such amount claimed by either the Seller Representative or Buyer. The determination by such independent auditor shall be final, binding and conclusive on the parties. Acquiror If the independent auditor is retained pursuant to this Section 1.6(e), the Adjustment Amount as finally determined by the independent auditor shall be the “Final Adjustment Amount” for purposes of this Agreement. Buyer and the Seller Representative shall use their reasonable efforts to cause the independent auditor to make its determination within thirty (30) 30 calendar days of accepting its selection. Within ten (10) calendar days after the date of determination of such independent auditor, Acquiror and Seller shall promptly execute and deliver joint written instructions to the Escrow Agent, instructing the Escrow Agent to distribute to Acquiror and/or Seller, as the case may be, any funds remaining in the Escrow Account in accordance with the determination of the independent auditor. The fees and expenses of such independent auditor shall be borne by Acquiror Buyer and the Seller Parties Representative (solely on behalf of the Sellers) in proportion to the aggregate amount of all disputed items as to which such party's ’s claim was unsuccessful (i.e., if there are $1,000,000 of disputed items and the independent auditor determines that Seller's the Seller Representative’s claim prevails with respect to $250,000 of such disputed items and Acquiror's Buyer’s claim prevails with respect to $750,000 of such disputed items, then the Seller Parties Representative (solely on behalf of the Sellers) would be obligated to pay seventy five percent (75%) % of the fees and expenses and Acquiror Buyer would be obligated to pay twenty five percent (25%) % of the fees and expenses).