Common use of Resolution of Protest Clause in Contracts

Resolution of Protest. If Buyer and Seller Representative are unable to resolve any disagreement as to the Closing Statement within thirty (30) days following Buyer’s receipt of the Protest Notice, then the amounts in dispute will be promptly referred to the Dallas, Texas office of Xxxxx Xxxxxxxx LLP, or to another independent accounting firm mutually acceptable to the Seller Representative and Buyer that has no conflict with either the Company, the Seller Representative, the Surviving Corporation or Buyer (the “Accountants”) for final arbitration, which arbitration shall be completed within sixty (60) days after the matter is submitted to the Accountants, and which arbitration shall be final and binding on the parties hereto absent manifest error and shall constitute an arbitral award that is final, binding and unappealable, and shall be used to determine the Final Net Working Capital, the Final Cash and/or the Final Indebtedness. Buyer and the Seller Representative shall request that their respective agents cooperate with the Accountants during its engagement. The Accountants shall act as an arbitrator to determine, based solely on presentations (so long as representative of both Parties are in attendance) and submissions by Buyer and Seller Representative (which presentations and submissions shall be made to the Accountants no later than thirty (30) days after the engagement of the Accountants), and not by independent review, only those amounts still in dispute. In addition, to the extent that a value has been assigned to any objection that remains in dispute, the Accountants shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either Party or less than the smallest value for such objection claimed by either Party. Buyer and Seller Representative agree to execute, if requested

Resolution of Protest. If Buyer and the Seller Representative are unable to resolve any disagreement as with respect to the Closing Net Working Capital Statement within thirty twenty (3020) days following Buyer’s receipt of the Protest Notice, then the amounts items in dispute will be promptly referred to the Dallas, Texas office of Xxxxx Xxxxxxxx LLP, or to another an independent accounting firm mutually acceptable to Buyer and the Seller Representative and Buyer that has no conflict with either the Company, the Seller Representative, the Surviving Corporation or Buyer (the “AccountantsAccountant”) for final arbitration, which arbitration shall be completed within sixty forty-five (6045) days after submitting the matter is submitted to the AccountantsAccountant, and which arbitration shall be final and binding on the parties hereto absent manifest error Buyer and shall constitute an arbitral award that is final, binding and unappealable, and shall be used to determine the Final Net Working Capital, the Final Cash and/or the Final IndebtednessSelling Parties. If Buyer and the Seller Representative are unable to agree upon the Accountant, then each shall request that their respective agents cooperate with select an independent accounting firm, and the Accountants during its engagementtwo accounting firms so selected mutually shall select a third accounting firm to act as the sole Accountant. The Accountants Accountant shall act as an arbitrator to determine, based solely on presentations (so long as representative of both Parties are in attendance) and submissions by Buyer and the Seller Representative (which presentations and submissions shall be made to the Accountants no later than thirty (30) days after the engagement of the Accountants)Representative, and not by independent review, only those amounts still in dispute. In addition, to the extent that a value has been assigned to any objection that remains in dispute, the Accountants shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either Party or less than the smallest value for such objection claimed by either Party. Buyer and the Seller Representative agree to execute, if requestedrequested by the Accountant, a reasonable engagement letter. The fees and expenses of the Accountant shall be allocated between Buyer and Seller so that Seller’s share of such fees and expenses shall be equal to the product of (i) and (ii), where (i) is the aggregate amount of such fees and expenses, and where (ii) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by the Seller Representative (as determined by the Accountant) and the denominator of which is the difference between Buyer’s and Seller’s respective calculation of the disputed item submitted to arbitration. The term “Final Net Working Capital Statement” means the definitive Net Working Capital Statement accepted by the Seller Representative or agreed to by the Seller Representative and Buyer in accordance with Section 2.3(d) or this Section 2.3(e) or the definitive Net Working Capital Statement resulting from the determinations made by the Accountant in accordance with this Section 2.3(e) (in addition to those items theretofore accepted by the Seller Representative or agreed to by the Seller Representative and Buyer). The term “Final Net Working Capital” means the Net Working Capital as set forth on the Final Net Working Capital Statement.

Resolution of Protest. If the Buyer and the Seller Representative are unable to resolve any disagreement as to the Closing Net Working Capital Statement within thirty (30) days following the Buyer’s receipt of the Protest Notice, then within forty-five (45) days following the Buyer’s receipt of the Protest Notice, the amounts in dispute will be promptly referred to the Dallas, Texas Milwaukee office of Xxxxx Xxxxxxxx LLP, or to another independent accounting firm mutually acceptable to the Seller Representative and Buyer that has no conflict with either the Company, the Seller Representative, the Surviving Corporation or Buyer LLP (the “Accountants”) for final arbitration, which arbitration shall be completed within sixty (60) days after the matter is submitted to the Accountants, and which arbitration shall be final and binding on both the parties hereto absent manifest error and shall constitute an arbitral award that is final, binding and unappealable, and shall be used to determine the Final Net Working Capital, the Final Cash and/or the Final Indebtedness. Buyer and the Seller Representative shall request that their respective agents cooperate with the Accountants during its engagementSeller. The Accountants shall act as an arbitrator to determine, based solely on presentations (so long as representative of both Parties are in attendance) and submissions by the Buyer and Seller Representative (which presentations the Seller, and submissions shall be made applying the principles, policies and practices referred to the Accountants no later than thirty (30) days after the engagement of the Accountantsin Section 3.2(a), and not by independent review, only those amounts still in dispute. In addition, to the extent that a value has been assigned to any objection that remains in dispute, the Accountants shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either Party or less than the smallest value for such objection claimed by either Party. The Buyer and the Seller Representative agree to execute, if requestedrequested by the Accountants, a reasonable engagement letter. The fees and expenses of the Accountants shall be allocated between the Buyer and the Seller so that the Seller’s share of such fees and expenses shall be equal to the product of (x) the aggregate amount of such fees and expenses, and (y) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by the Seller (as determined by the Accountant) and the denominator of which is the total amount in dispute submitted to arbitration. The balance of such fees and expenses shall be paid by the Buyer. The term “Final Net Working Capital Statement,” as used in this Agreement, shall mean the definitive Net Working Capital Statement accepted by the Seller, agreed to by the Seller and the Buyer in accordance with Section 3.2(b) or resulting from the determinations made by the Accountants in accordance with this Section 3.2(c).

Resolution of Protest. If Buyer Purchaser and Seller Representative are unable to resolve any disagreement as to any amount included in or omitted from the Closing Net Working Capital Statement within thirty fifteen (3015) days following BuyerPurchaser’s receipt of the Protest Notice, then the amounts in dispute will be promptly referred to the Dallas, Texas office of Xxxxx Xxxxxxxx LLP, or to another independent a “big-four” accounting firm mutually acceptable agreeable to the Purchaser and Seller Representative and Buyer that has no conflict with either the Company, the Seller Representative, the Surviving Corporation or Buyer (the “Accountants”) for final arbitration, which arbitration shall be completed within sixty forty-five (6045) days after submitting the matter is submitted to the Accountants, and which arbitration shall be final and binding on the parties hereto absent manifest error both Purchaser and shall constitute an arbitral award that is final, binding and unappealable, and shall be used to determine the Final Net Working Capital, the Final Cash and/or the Final Indebtedness. Buyer and the Seller Representative shall request that their respective agents cooperate with the Accountants during its engagementSeller. The Accountants shall act as an arbitrator to determine, based solely on presentations (so long as representative of both Parties are in attendance) by Purchaser and submissions by Buyer and Seller Representative (which presentations and submissions shall be made to the Accountants no later than thirty (30) days after the engagement of the Accountants)Seller, and not by independent review, only those amounts still in dispute. In addition, to the extent that a value has been assigned to any objection that remains in dispute, the Accountants shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either Party or less than the smallest value for such objection claimed by either Party. Buyer Purchaser and Seller Representative agree to execute, if requestedrequested by the Accountants, a reasonable engagement letter. The fees and expenses of the Accountants shall be allocated between Purchaser and Seller so that the share of such fees and expenses to be paid by Seller shall be equal to the product of (x) the aggregate amount of such fees and expenses, and (y) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Seller (as determined by the Accountant) and the denominator of which is the total amount in dispute submitted to arbitration, and the remaining portion of such fees and expenses shall be paid by Purchaser. The term “Final Net Working Capital Statement,” as used in this Agreement, shall mean the definitive Net Working Capital Statement accepted by Seller or agreed to by Seller and Purchaser in accordance with Section 2.4(e) or the definitive Net Working Capital Statement resulting from the determinations made by the Accountants in accordance with this Section 2.4(f) (in addition to those items theretofore accepted by Seller or agreed to by Seller and Purchaser).

Resolution of Protest. If the Buyer and Seller Representative the Sellers are unable to resolve any disagreement as to the Closing Net Working Capital Statement within thirty (30) days following the Buyer’s receipt of the Protest Notice, then within forty-five (45) days following the Buyer’s receipt of the Protest Notice, the amounts in dispute will be promptly referred to the DallasLos Angeles, Texas California office of Xxxxx Xxxxxxxx LLP, or to another independent accounting firm mutually acceptable to the Seller Representative and Buyer that has no conflict with either the Company, the Seller Representative, the Surviving Corporation or Buyer Pricewaterhouse Coopers LLP (the “Accountants”) for final arbitration, which arbitration shall be completed within sixty forty-five (6045) days after the matter is submitted to the Accountants, and which arbitration shall be final and binding on both the parties hereto absent manifest error and shall constitute an arbitral award that is final, binding and unappealable, and shall be used to determine the Final Net Working Capital, the Final Cash and/or the Final Indebtedness. Buyer and the Seller Representative shall request that their respective agents cooperate with the Accountants during its engagementSellers. The Accountants shall act as an arbitrator to determine, based solely on presentations (so long as representative of both Parties are in attendance) and submissions by the Buyer and Seller Representative (which presentations and submissions shall be made to the Accountants no later than thirty (30) days after the engagement of the Accountants)Sellers, and not by independent review, only those amounts still in dispute. In addition, to the extent that a value has been assigned to any objection that remains in dispute, the Accountants shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either Party or less than the smallest value for such objection claimed by either Party. The Buyer and Seller Representative the Sellers agree to execute, if requestedrequested by the Accountants, a reasonable engagement letter. The fees and expenses of the Accountants shall be allocated between the Buyer and the Sellers so that the Sellers’ share of such fees and expenses shall be equal to the product of (x) the aggregate amount of such fees and expenses, and (y) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by the Sellers (as determined by the Accountant) and the denominator of which is the total amount in dispute submitted to arbitration. The balance of such fees and expenses shall be paid by the Buyer. The term “Final Net Working Capital Statement,” as used in this Agreement, shall mean the definitive Net Working Capital Statement accepted by the Sellers, agreed to by the Sellers and the Buyer in accordance with Section 2.5(c) or resulting from the determinations made by the Accountants in accordance with this Section 2.5(d).