Common use of Right to Dispute Closing Balance Sheet Clause in Contracts

Right to Dispute Closing Balance Sheet. Synagro shall have the right to dispute the Closing Balance Sheet by giving notice of dispute to Shareholders within 30 days after the Closing Balance Sheet has been given to Synagro. Such notice shall set forth in detail the reasons for the dispute and Synagro's proposed adjustments to the Closing Balance Sheet. If Synagro does not give notice of dispute to Shareholders within such 30 day period in accordance with the foregoing, the Closing Balance Sheet as prepared by Shareholders shall become final and binding upon Synagro. If Synagro does give notice of dispute to Shareholders within such 30 day period, Shareholders and Synagro shall endeavor in good faith to reach agreement on all of the disputed items. If the parties are unable to reach an agreement on the disputed items during such 30 day period, then the disputed items which have not been resolved shall be submitted to the accounting firm of Arthxx Xxxexxxx, Xxuston, Texas for determination and resolution on the basis of such procedures as such accounting firm, in its sole judgement, deems applicable and appropriate, taking into account GAAP and the terms of this Agreement. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Shareholders and to Synagro a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall be final and binding upon the parties without any further right of appeal; provided, however, neither such determination nor any other provisions of this Section 1.9.2.1 shall affect Synagro's right to seek indemnification for any breaches of representations and warranties by Shareholders pursuant to Article 7 hereof. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne equally by the parties hereto.

Right to Dispute Closing Balance Sheet. Synagro shall have the right to dispute the Closing Balance Sheet by giving notice of dispute to Shareholders Shareholder within 30 days after the Closing Balance Sheet has been given to Synagro. Such notice shall set forth in detail the reasons for the dispute and Synagro's proposed adjustments to the Closing Balance Sheet. If Synagro does not give notice of dispute to Shareholders Shareholder within such 30 day period in accordance with the foregoing, the Closing Balance Sheet as prepared by Shareholders Shareholder shall become final and binding upon Synagro. If Synagro does give notice of dispute to Shareholders Shareholder within such 30 day period, Shareholders Shareholder and Synagro shall endeavor in good faith to reach agreement on all of the disputed items. If the parties are unable to reach an agreement on the disputed items during such 30 day period, then the disputed items which have not been resolved shall be submitted to the accounting firm of Arthxx Xxxexxxx, XxustonHouston, Texas for determination and resolution on the basis of such procedures as such accounting firm, in its sole judgement, deems applicable and appropriate, taking into account GAAP and the terms of this Agreement. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Shareholders Shareholder and to Synagro a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall be final and binding upon the parties without any further right of appeal; provided, however, neither such determination nor any other provisions of this Section 1.9.2.1 shall affect Synagro's right to seek indemnification for any breaches of representations and warranties by Shareholders Shareholder pursuant to Article 7 hereof. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne equally by the parties hereto.

Right to Dispute Closing Balance Sheet. Synagro shall have the right to dispute the Closing Balance Sheet by giving notice of dispute to Shareholders Stockholders within 30 days after the Closing Balance Sheet has been given to Synagro. Such notice shall set forth in detail the reasons for the dispute and Synagro's proposed adjustments to the Closing Balance Sheet. If Synagro does not give notice of dispute to Shareholders Stockholders within such 30 day period in accordance with the foregoing, the Closing Balance Sheet as prepared by Shareholders Stockholders shall become final and binding upon Synagro. If Synagro does give notice of dispute to Shareholders Stockholders within such 30 day period, Shareholders Stockholders and Synagro shall endeavor in good faith to reach agreement on all of the disputed items. If the parties are unable to reach an agreement on the disputed items during such 30 day period, then the disputed items which have not been resolved shall be submitted to the accounting firm of Arthxx Xxxexxxx, Xxuston, Texas for determination and resolution on the basis of such procedures as such accounting firm, in its sole judgement, deems applicable and appropriate, taking into account GAAP and the terms of this Agreement. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Shareholders Stockholders and to Synagro a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall be final and binding upon the parties without any further right of appeal; provided, however, neither such determination nor any other provisions of this Section 1.9.2.1 shall affect Synagro's right to seek indemnification for any breaches of representations and warranties by Shareholders Stockholders pursuant to Article 7 hereof. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne equally by the parties hereto.

Right to Dispute Closing Balance Sheet. Synagro Any Shareholder shall have the right to dispute the Closing Balance Sheet by giving notice of dispute to Shareholders Buyer within 30 days after the Closing Balance Sheet has been given to Synagrothat Shareholder. Such notice shall set forth in detail the reasons for the dispute and Synagrothe Shareholder's proposed adjustments to the Closing Balance Sheet. If Synagro a Shareholder does not give notice of dispute to Shareholders Buyer within such 30 day period in accordance with the foregoing, the Closing Balance Sheet as prepared by Shareholders Buyer shall become final and binding upon Synagrothat Shareholder. If Synagro a Shareholder does give notice of dispute to Shareholders Buyer within such 30 day period, Shareholders Buyer and Synagro the Shareholder shall endeavor in good faith to reach agreement on all of the disputed items. If the parties are unable to reach an agreement on the disputed items during such 30 day period, then the disputed items which have not been resolved shall be submitted to the accounting firm of Arthxx XxxexxxxCoopers & Lybrxxx xx Price Waterhouse, XxustonHouston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by the Shareholders and Buyer will serve) for determination and resolution on the basis of such procedures as such accounting firm, in its sole judgement, deems applicable and appropriate, taking into account GAAP and the terms of this Agreement. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Shareholders Buyer and to Synagro the Shareholder a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall be final and binding upon the parties that Shareholder and Buyer without any further right of appeal; provided, however, neither such determination nor any other provisions of this Section 1.9.2.1 1.3 shall affect SynagroBuyer's right to seek indemnification for any breaches of representations and warranties by Shareholders Sellers pursuant to Article 7 hereof. In the event all Shareholders give notices of disputed items and those notices are in any way in conflict or inconsistent with each other as to any disputed item, then such items shall not be considered as disputed hereunder unless the Shareholders resolve the conflict or inconsistency between themselves and give a new notice to Buyer with respect to that item. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne equally by Buyer and the parties heretoShareholders. The Shareholders shall determine among themselves how the charges of such accounting firm shall be borne.

Right to Dispute Closing Balance Sheet. Synagro Selling Shareholders shall have the right to dispute the Closing Balance Sheet by giving notice of dispute to Shareholders Buyer within 30 days after the Closing Balance Sheet has been given provided to SynagroSelling Shareholders. Such notice shall set forth in detail the reasons for the dispute and Synagro's Selling Shareholders' proposed adjustments to the Closing Balance Sheet. If Synagro does Selling Shareholders do not give notice of dispute to Shareholders within such 30 day period in accordance with the foregoing, the Closing Balance Sheet as prepared by Shareholders shall become final and binding upon Synagro. If Synagro does give notice of dispute to Shareholders Buyer within such 30 day period, Buyer and Selling Shareholders and Synagro shall endeavor in good faith to reach agreement on all of the disputed items. If the parties are unable to reach an agreement on the disputed items during such the 30 day perioddays following provision of the notice of the dispute to Buyer, then the disputed items which have not been resolved shall be submitted to the accounting firm of Arthxx XxxexxxxCoopers & Xxxxxxx or Price Waterhouse, XxustonHouston, Texas (and if for any reason either such firm is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by a majority in interest of the Selling Shareholders and Buyer will serve) for determination and resolution on the basis of such procedures as such accounting firm, in its sole judgement, deems applicable and appropriate, taking into account GAAP and the terms of this Agreement. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Shareholders Buyer and to Synagro Selling Shareholders a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall be final and binding upon the parties Selling Shareholders and Buyer without any further right of appeal; provided, however, neither such determination nor any other provisions of this Section 1.9.2.1 shall affect Synagro's right to seek indemnification for any breaches of representations and warranties by Shareholders pursuant to Article 7 hereof. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne equally by the party or parties heretowhich does not prevail on a majority of the items in dispute (calculated based on the dollar amount in dispute).