Scope and Process of Review Sample Clauses

Scope and Process of Review. The scope of any dispute to be resolved by the Independent Accountant shall be limited to (i) whether the amounts set forth on the Closing NWC Statement were obtained from and in accordance with the books and records of the Business and prepared in a manner consistent (including the basis of calculation of individual line items and the determination of allowances and reserves) with the Seller Accounting Procedures and (ii) whether there were errors of fact or mathematical errors in the Closing NWC Statement or in calculating Closing Net Working Capital. In resolving a disputed item, the Independent Accountant may not assign a value to any particular item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party, in each case as presented to the Independent Accountant. Within fifteen (15) days after the engagement of the Independent Accountant, Purchaser and Seller shall present their respective positions with respect to the items set forth in the Statement of Objections in the form of a written binder of supporting materials (the “Supporting Binder”) to the Independent Accountant and the other Party and no ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearings shall be conducted or allowed; provided that, at the Independent Accountant’s request, or as mutually agreed by Purchaser and Seller, Purchaser and Seller may meet with the Independent Accountant so long as Representatives of both Purchaser and Seller are present. The Supporting Binders shall set forth the arguments supporting a Party’s position, along with such supporting materials and other information (including facts and figures) as such Party shall desire. The Independent Accountant’s decision with respect to the matters in dispute shall be final and binding on the Parties, and either Party may seek to enforce such decision in a court of competent jurisdiction.
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Related to Scope and Process of Review

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