The Adjustment Report Clause Samples

The Adjustment Report. The Accountants shall, as promptly as practicable and in no event later than 60 days following the date of its retention, deliver to the Sellers’ Representative and the Buyer a report (the “Adjustment Report”), in which the Accountants shall, after considering all matters set forth in the Dispute Notice, determine in accordance with Section 4.2 what adjustments, if any, should be made to the Closing Working Capital. The Adjustment Report shall set forth, in reasonable detail, the Accountants’ determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Closing Working Capital Statement, the Closing Working Capital and/or the Purchase Price, together with supporting calculations. The determination of the Accountants will be final and binding on the parties hereto and judgment may be entered upon the determination of the Accountants in any court having jurisdiction over the party against which such determination is to be enforced. The fees, costs and expenses of the Accountants (i) shall be borne by ICL in the proportion that the aggregate dollar amount of all such disputed items so submitted that are unsuccessfully disputed by the Sellers’ Representative on behalf of ICL (as finally determined by the Accountants) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by the Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by the Sellers’ Representative on behalf of ICL (as finally determined by the Accountants) bears to the aggregate dollar amount of all such items so submitted. The Accountants shall make such determination and shall have the discretion to award either party all of its fees, costs and expenses in connection with the dispute, including the Accountants’ fees, or any portion thereof, if the Accountants determine that a party’s position was not presented in good faith.

The Adjustment Report. The Independent Accountants shall, as promptly as practicable and in no event later than 30 days following the date of their retention, deliver to the Seller and the Buyer a report (the “Adjustment Report”), in which the Independent Accountants shall, after considering all matters (but only such matters) set forth in the Dispute Notice and the materials described in Section 1.3(b), determine what adjustments, if any, should be made to the Closing Balance Sheet in order for it to comply with this Section 1.3 and on that basis determine the appropriate Closing Net Working Capital. The Adjustment Report shall set forth, in reasonable detail, the Independent Accountants’ determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Closing Balance Sheet and the Closing Net Working Capital, together with supporting calculations. The Buyer and Seller shall each pay 50% of the fees and expenses of the Independent Accountant incurred in connection with the matters referred to in this Section 1.3; otherwise all such expenses shall be paid by the Buyer. The Adjustment Report shall be final and binding upon the Seller and the Buyer, and shall be deemed a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.

The Adjustment Report. The Accountant shall, as promptly as practicable and in no event later than 45 days following the date of its retention, deliver to the Representative and the Parent a report (the "Adjustment Report"), in which the Accountant shall, after considering all matters set forth in the Dispute Notice, determine in accordance with Section 3.2 what adjustments, if any, should be made to the Closing Equity and the Cash Shortfall. The Adjustment Report shall set forth, in reasonable detail, the Accountant's determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Closing Equity and/or the Cash Shortfall together with supporting calculations. The determination of the Accountant will be final and binding on the parties hereto and judgment may be entered upon the determination of the Accountant in any court having jurisdiction over the party against which such determination is to be enforced. The fees, costs and expenses of the Accountant shall be borne by the Parent and the Company, jointly and severally, in the event that Closing Equity (or, in the event that Closing Equity is not a subject of the Dispute Notice, the Closing Cash Balance), as set forth in the Adjustment Report, is closer to the amount proposed by the Representative to the Accountant than to the amount proposed by the Parent to the Accountant, and otherwise shall be paid by the Representative on behalf of the Holders, which may use the Escrow Funds in accordance with the terms of Section 7 of the Escrow Agreement.

The Adjustment Report. The Independent Accountants shall, as promptly as practicable and in no event later than 45 calendar days following the date of their retention, deliver to the Purchaser and the Seller a report (the "Adjustment Report"), in which the Independent Accountants shall, after considering only the disputed matters set forth in the Dispute Notice and utilizing only the materials described in Section 2.4(e), determine the appropriate Company Indebtedness, Transaction Expenses and Net Working Capital and, on that basis, determine the appropriate Closing Adjustment Amount, in each case, applied in a manner consistent with the Seller Financial Statements. The Adjustment Report shall set forth, in reasonable detail, the Independent Accountants' determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Closing Statement, together with supporting calculations. The Purchaser, on the one hand, and the Seller, on the other hand, shall pay the fees and expenses of the Independent Accountants incurred in connection with the Independent Accountants' review of the matters in the Dispute Notice based upon the percentage which the portion of the contested amount of the Closing Adjustment Amount not awarded to each such Party (or Parties) bears to the amount actually contested by such Party (or Parties). The Independent Accountants shall act as an expert and not an arbitrator, and the Adjustment Report shall be final and binding upon the Parties.

The Adjustment Report. The Accountant shall, as promptly as practicable and in no event later than 45 days following the date of its retention, deliver to the Representative and the Parent a report (the “Adjustment Report”), in which the Accountant shall, after considering all matters set forth in the Dispute Notice, determine in accordance with Section 2.8(a) what adjustments, if any, should be made to the Adjusted Working Capital and Pension Underfunding. The Adjustment Report shall set forth, in reasonable detail, the Accountant’s determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Adjusted Working Capital and Pension Underfunding together with supporting calculations. The determination of the Accountant will be final and binding on the parties hereto and judgment may be entered upon the determination of the Accountant in any court having jurisdiction over the party against which such determination is to be enforced. The fees, costs and expenses of the Accountant shall be borne by the Parent and the Company, jointly and severally, in the event that Adjusted Working Capital (or, in the event that Adjusted Working Capital is not a subject of the Dispute Notice, the Pension Underfunding), as set forth in the Adjustment Report, is closer to the amount proposed by the Representative to the Accountant than to the amount proposed by the Parent to the Accountant, and otherwise shall be paid by the Representative on behalf of the Holders, which may use the Escrow Funds in accordance with the terms of Section 7 of the Escrow Agreement.

The Adjustment Report. The Accountant shall, as promptly as practicable and in no event later than 60 days following the date of its retention, deliver to Buyers and to Sellers a report (the "ADJUSTMENT REPORT"), in which the Accountant shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the Audited Balance Sheet as of the Net Asset Value Date in order for it to comply with the Audit Requirements, and shall determine the appropriate Adjusted Net Asset Value on that basis. The Adjustment Report shall set forth, in reasonable detail, the Accountant's determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Audited Balance Sheet as of the Net Asset Value Date, together with supporting calculations. The Adjustment Report shall be final and binding upon Buyers and Sellers, and shall be deemed a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act, 9 U.S. C. Sections 1 et seq. and the state law counterparts thereto.

The Adjustment Report. The Independent Accountant shall, as promptly as --------------------- practicable and in no event later than 30 days following the completions of testimony and submission of evidence, deliver to CenterPoint and the Stockholder Representative a report (the "Adjustment Report"), in which the Independent Accountant shall, after considering all matters set forth in the Dispute Notice and consideration of any objections thereto, determine what adjustments, if any, should be made to the Contingent Payment Report and the amounts to be paid in respect of a Contingent Payment. The Adjustment Report shall set forth, in reasonable detail, the Independent Accountant's determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Contingent Payment Report, together with supporting calculations. The Adjustment Report shall be final and binding upon CenterPoint, the Companies and the Stockholders, and shall be deemed a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act, 9 U.S.C. (S)(S)1 et seq. -- ---