Common use of Review by Sellers Clause in Contracts

Review by Sellers. If Sellers object to Purchaser’s calculations set forth in the Post-Closing Statement, then Sellers shall notify Purchaser in writing of such objection within twenty (20) days following its receipt of the Post-Closing Statement. If, for any reason, Sellers fail to give Purchaser notice of any such objection within such 20-day period, then, for purposes of this Section 2.5, Purchaser’s calculations set forth in the Post-Closing Statement shall be conclusive and binding upon the parties. If Sellers notify Purchaser in writing of such an objection within such 20-day period, then Purchaser and Sellers shall, for a period not to exceed thirty (30) days (unless otherwise agreed in writing by the parties) after the date upon which Purchaser receives Sellers’ objection notice (such period of time being hereinafter referred to as the “Dispute Period”), work together diligently and in good faith to resolve any and all such objections. If, at or before the end of the Dispute Period, Sellers and Purchaser resolve their disputes regarding the calculations set forth in the Post-Closing Statement, then the calculation as so agreed to by Sellers and Purchaser shall be conclusive and binding upon the parties. If, at the end of the Dispute Period, Sellers and Purchaser have not resolved their disputes regarding the calculations set forth in the Post-Closing Statement, then such disputes shall, within five (5) Business Days after the expiration of the Dispute Period, be submitted to arbitration pursuant to the procedure set forth in Section 10.2. The arbitrator shall only have the authority to resolve matters expressly submitted to it for resolution.

Review by Sellers. If Sellers object disagree with the Closing Calculations, Sellers may, within forty-five (45) days after the receipt of the Closing Statement, deliver a written notice (an “Objection Notice”) to Purchaser’s calculations Buyer setting forth Sellers’ computation of any or all of the Closing Calculations, as the case may be, and such information, arguments and support used in preparing such computation. If Buyer has not received an Objection Notice within forty-five (45) days after Sellers have received the Closing Statement, then the parties will be deemed to have agreed to all of the Closing Calculations and such amounts shall be deemed final and binding on the parties hereto. If Buyer has received an Objection Notice within forty-five (45) days after Sellers have received the Closing Statement, Buyer and Sellers will attempt, in good faith, to resolve any disputes, as set forth in the Post-Objection Notice, as to the computation of any disputed Closing StatementCalculations. If Buyer and Sellers do not achieve final resolution within thirty (30) days after Buyer has received the Objection Notice, then Buyer and Sellers will retain an accounting firm of recognized national standing which is independent with respect to Buyer and Sellers (the “Accountant”), to resolve any remaining disputes. The Accountant will consider only those items and amounts in the Closing Statement set forth in the Objection Notice which Buyer and Sellers are unable to resolve. Buyer and Sellers shall notify Purchaser in writing of such objection each make a submission to the Accountant within twenty (20) days following its receipt after the Accountant’s engagement, which submission shall contain a computation of the Post-Closing StatementCalculations and information, arguments, and support for such computation. IfThe Accountant shall review such submissions and base its determination solely on such submissions (without an independent review). In resolving any disputed item, the Accountant may not assign a value to any item greater than the greatest value for any reason, such item claimed by Buyer or Sellers fail to give Purchaser notice or less than the smallest value for such item claimed by Buyer or Sellers. The Accountant’s determination will be based on the definitions contained in this Agreement of any such objection within such 20-day period, then, for purposes each of this Section 2.5, Purchaser’s calculations set forth in individual components of the Post-Closing Statement shall Calculations. The determination of the Accountant will be conclusive and binding upon the parties. If Sellers notify Purchaser in writing and Buyer shall pay the portion of such an objection within such 20-day period, then Purchaser the fees and Sellers shall, for a period not to exceed thirty costs of the Accountant (30) days (unless otherwise agreed in writing by the parties) after the date upon which Purchaser receives Sellers’ objection notice (such period of time being hereinafter referred to as the “Dispute PeriodAccountant Costs”), work together diligently and in good faith to resolve any and all such objections. Ifif any, at or before determined by multiplying the end amount of the Dispute PeriodAccountant Costs by a fraction the numerator of which is (with respect to each party) (A) the positive difference between (1) the aggregate Final Closing Adjustment submitted by such party to the Accountant on the Closing Statement or Objection Notice, Sellers as applicable and Purchaser resolve their disputes regarding (2) the calculations determination of the actual Final Closing Adjustment made by the Accountant and the denominator of which is (B) the aggregate difference between each party’s submission of the amount of Final Closing Adjustment as set forth in on the Post-Closing StatementStatement or Objection Notice, then the calculation as so agreed to by Sellers and Purchaser shall be conclusive and binding upon the parties. If, at the end of the Dispute Period, Sellers and Purchaser have not resolved their disputes regarding the calculations set forth in the Post-Closing Statement, then such disputes shall, within five (5) Business Days after the expiration of the Dispute Period, be submitted to arbitration pursuant to the procedure set forth in Section 10.2. The arbitrator shall only have the authority to resolve matters expressly submitted to it for resolutionapplicable.

Review by Sellers. If Sellers object to Purchaser’s calculations set forth in the Post-Closing Statement, then Sellers Seller shall notify Purchaser in writing of such objection within twenty (20) days following its receipt of the Post-Closing Statement. If, for any reason, Sellers fail to give Purchaser notice of any such objection within such 20-day period, then, for purposes of this Section 2.5, Purchaser’s calculations set forth in the Post-Closing Statement shall be conclusive and binding upon the parties. If Sellers notify Purchaser in writing of such an objection within such 20-day period, then Purchaser and Sellers shall, for a period not to exceed have thirty (30) days from the date Buyer delivers the statement required in Section 2.3(b) to dispute the calculation of the Actual Closing Working Capital by providing Buyer with written notice of such dispute. If Seller has not given written notice of any objections to the calculation of the Actual Closing Working Capital during such thirty (unless otherwise 30) day period, then Buyer’s calculation shall be deemed to be agreed in writing upon by the partiesParties, and the adjustments contemplated by clause (d) after the date upon which Purchaser receives Sellers’ below, if any, shall be made based on such statement. If Seller gives Buyer written notice of objection notice within such thirty (such period of time being hereinafter referred to as the “Dispute Period”), work together diligently and in good faith to resolve any and all such objections. If, at or before the end of the Dispute Period, Sellers and Purchaser resolve their disputes regarding the calculations set forth in the Post-Closing Statement30) day period, then the calculation as so agreed Parties shall attempt to by Sellers and Purchaser shall be conclusive and binding upon resolve their dispute through direct discussion. If the parties. If, at Parties are unable to resolve their dispute within fifteen (15) days from the end date a written notice of the Dispute Period, Sellers and Purchaser have not resolved their disputes regarding the calculations set forth in the Post-Closing Statementdispute is delivered, then such disputes shall, within five (5) Business Days after the expiration of the Dispute Period, items remaining in dispute shall be submitted to arbitration pursuant the Independent Accounting Firm. Buyer and Seller shall each be entitled to submit supporting arguments and work papers to the procedure set forth Independent Accounting Firm in Section 10.2support of their respective positions. The arbitrator Independent Accounting Firm shall proceed to resolve the issues in dispute employing such procedures and conducting such investigations or inquiries as it deems necessary. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accounting Firm shall only have decide the authority specific items under dispute. The Independent Accounting Firm shall make its final determination with respect to resolve matters expressly the dispute within forty-five (45) days of its engagement, and such report shall be final and binding on the Parties, absent fraud, intentional misconduct or manifest error. The fees and disbursements of the Independent Accounting Firm shall be allocated between Buyer and Seller in the same proportion that the aggregate amount of unsuccessfully disputed items submitted by each such Party (as finally determined by the Independent Accounting Firm) bears to it for resolutionthe total amount of disputed items so submitted. In acting under this Agreement, the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators.

Review by Sellers. If Sellers object to Purchaser’s calculations set forth in the Post-Closing Statement, then Sellers shall notify Purchaser in writing of such objection within twenty (20) days following its Following receipt of the Post-Closing Statement. If, for any reasonAuditors’ Report, Sellers fail to give Purchaser notice of any such objection within such 20-day period, then, for purposes of this Section 2.5, Purchaser’s calculations set forth in the Post-Closing Statement shall will be conclusive and binding upon the parties. If Sellers notify Purchaser in writing of such an objection within such 20-day period, then Purchaser and Sellers shall, for afforded a period not to exceed of thirty (30) days (unless otherwise agreed in writing by to review the parties) after Closing Balance Sheet, audit working papers, and the date upon which Purchaser receives SellersAuditors’ objection notice (such period of time being hereinafter referred to as Report on the “Dispute Period”), work together diligently and in good faith to resolve any and all such objectionsClosing Financial Statements. If, at At or before the end of the Dispute Periodthat period, Sellers will either (i) accept the Auditors’ Report in its entirety, in which case the Closing Assets and Purchaser resolve their disputes regarding the calculations Closing Liabilities will be deemed to be as set forth on the Auditors’ Report, or (ii) deliver to the Purchaser and the Auditors written notice and a detailed written explanation of those items in the Post-Auditors’ Report or Closing StatementBalance Sheet which Sellers dispute, then in which case the calculation net book value of the Closing Assets and the book amount of the Closing Liabilities not affected by the disputed items will be deemed to be as so agreed to set forth on the Auditors’ Report and the items identified by Sellers and Purchaser shall be conclusive and binding upon the partiesdeemed to be in dispute. If, at Within a further period of thirty (30) days from the end of the Dispute Periodaforementioned review period, Sellers the Parties will attempt to resolve in good faith any disputed items. Failing such resolution, the unresolved disputed items will be referred for final binding resolution to a second internationally-recognized firm of certified public accountants mutually acceptable to the Purchaser and Sellers. The identity of this second accountant shall be immediately notified by both Parties to the Escrow Agent upon appointment. The net book value of Closing Assets and book amount of Closing Liabilities affected by such unresolved disputed items (if any) will be deemed to be as determined by such second firm in accordance with the accounting principles described in this clause 4.3(c) within thirty (30) days of such reference. The decision of such second firm will not be appealable by the Purchaser have not resolved their disputes regarding the calculations set forth in the Post-Closing Statement, then such disputes shall, within five (5) Business Days after the expiration or Sellers. The fees of the Dispute Period, second firm of certified public accountants will be submitted to arbitration pursuant to the procedure set forth in Section 10.2. The arbitrator shall only have the authority to resolve matters expressly submitted to it for resolutionshared equally between Purchaser and Sellers.