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 fifteen (15) Business Days after Acquiror's delivery of such notice (or such longer period as Acquiror and Seller shall mutually agree upon) to resolve any disagreements raised by Acquiror with respect to the calculation of the Adjustment Amount. 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 to resolve any remaining disagreements; provided that Ernst & Young 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) Business Days after the date of determination of such independent auditor, Acquiror shall make any deposits with the Escrow Agent or payments to Seller required 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 $100,000 of disputed items and the independent auditor determines that Seller's claim prevails with respect to $25,000 of such disputed items and Acquiror's claim prevails with respect to $75,000 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 Buyer and the Seller Representative shall use their reasonable efforts for a period of fifteen (15) Business Days 30 calendar days after Acquiror's the Seller Representative’s delivery of such notice (or such longer period as Acquiror Buyer and the Seller Representative shall mutually agree upon) to resolve any disagreements raised by Acquiror the Seller Representative with respect to the calculation of the Adjustment Amount. 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 an independent auditor of recognized national standing to resolve any remaining disagreements; , provided that Ernst & Young LLP will be the independent auditor if Acquiror Buyer and the Seller Representative 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 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) Business Days after the date of determination of such independent auditor, Acquiror shall make any deposits with the Escrow Agent or payments to Seller required 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 in proportion to the aggregate amount of all disputed items as to which such party's ’s claim was unsuccessful (i.e.e.g., if there are $100,000 1,000,000 of disputed items and the independent auditor determines that Seller's the Seller Representative’s claim prevails with respect to $25,000 250,000 of such disputed items and Acquiror's Buyer’s claim prevails with respect to $75,000 750,000 of such disputed items, then the Seller Parties Representative 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).

Resolution of Disputed Adjustment Amount. Acquiror Buyer and the Seller Representative shall use their reasonable efforts for a period of fifteen (15) Business Days 30 calendar days after Acquiror's the Seller Representative’s delivery of such notice (or such longer period as Acquiror Buyer and the Seller Representative shall mutually agree upon) to resolve any disagreements raised by Acquiror the Seller Representative with respect to the calculation of the Adjustment Amount. 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 an independent auditor of recognized national standing to resolve any remaining disagreements; , provided that Ernst & Young LLP will be the independent auditor if Acquiror Buyer and the Seller Representative 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 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) Business Days after the date of determination of such independent auditor, Acquiror shall make any deposits with the Escrow Agent or payments to Seller required 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 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 $100,000 1,000,000 of disputed items and the independent auditor determines that Seller's the Seller Representative’s claim prevails with respect to $25,000 250,000 of such disputed items and Acquiror's Buyer’s claim prevails with respect to $75,000 750,000 of such disputed items, then the Seller Parties Representative 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).

Resolution of Disputed Adjustment Amount. Acquiror and Seller shall use their reasonable efforts for a period of fifteen (15) Business Days after AcquirorSeller's delivery of such notice (or such longer period as Acquiror and Seller shall mutually agree upon) to resolve any disagreements raised by Acquiror Seller with respect to the calculation of the Adjustment Amount. 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 to resolve any remaining disagreements; provided that Ernst & Young 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) Business Days after the date of determination of such independent auditor, Acquiror shall make any deposits with the Escrow Agent or payments to Seller required 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 $100,000 of disputed items and the independent auditor determines that Seller's claim prevails with respect to $25,000 of such disputed items and Acquiror's claim prevails with respect to $75,000 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).