the Purchase Price Adjustment. The costs of the independent accounting firm shall be borne by the party (either Buyer or the Members as a group) whose determination of the Company's net worth at Closing was further from the determination of the independent accounting firm, or equally by Buyer and the Members in the event that the determination by the independent accounting firm is equidistant between the Net Worth Target and the Actual Company Net Worth.
the Purchase Price Adjustment. If, however, the Stockholder has delivered notice of such a dispute to Buyer within such 30-day period, then Buyer's Accountant and Stockholder shall jointly select an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years to review the Company's books, Closing Financial Certificate and Financial Adjustment Notice (and related information) to determine the amount, if any, of the Purchase Price Adjustment. The independent accounting firm shall be directed to consider only those agreements, contracts, commitments or other documents (or summaries thereof) that were either (i) delivered or made available to Buyer's Accountant in connection with the transactions contemplated hereby, or (ii) reviewed by Buyer's Accountant during the course of the Post-Closing Audit. The independent accounting firm shall make its determination of the Purchase Price Adjustment, if any, within thirty (30) days of its selection. The determination of the independent accounting firm shall be final and binding on the parties hereto, and upon such determination, Buyer shall be entitled to receive from the Stockholder (which may, at Buyer's sole discretion, be from the Pledged Assets as defined in Section 1.4)
the Purchase Price Adjustment if any, shall accrue interest for the period from and including the later of the Closing Date and the Effective Date up to and excluding the date payment is due at the rate of 100 basis points over the basic interest rate (Basiszinssatz). Interest shall be calculated on the basis of actual days elapsed and a calendar year with 360 days.
the Purchase Price Adjustment. The costs of the independent accounting firm shall be borne by the Buyer.
the Purchase Price Adjustment. If, however, the Stockholders' Representative has delivered notice of such a dispute to USFloral within such 30-day period, then USFloral's Accountant shall select an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years to review the Surviving Corporation's books, Closing Financial Certificate and Financial Adjustment Notice (and related information) to determine the amount, if any, of the Purchase Price Adjustment. Such independent accounting firm shall be confirmed by the Stockholders' Representative and USFloral within five (5) days of its selection, unless there is an actual conflict of interest. The independent accounting firm shall be directed to consider only those agreements, contracts, commitments or other documents (or summaries thereof) that were either (i) delivered or made available to USFloral's Accountant in connection with the transactions contemplated hereby or (ii) reviewed by USFloral's Accountant during the course of the Post-Closing Audit. The independent accounting firm shall make its determination of the Purchase Price Adjustment, if any, within thirty (30) days of its selection. The determination made by the independent accounting firm shall be final and binding on the parties hereto, and upon such determination, USFloral shall be entitled to receive from the Stockholders (which may, at USFloral's sole discretion, be from the Pledged Assets the Purchase Price Adjustment. The costs of the independent accounting firm shall be borne by the party (either USFloral or the Stockholders) whose determination of Saint Ann's net worth at Closing was further from the determination of the independent accounting firm, or equally by USFloral and the Stockholders in the event that the determination by the independent accounting firm is equidistant between the Certified Closing Net Worth and the Actual Company Net Worth. The Stockholders shall have the right to examine, upon written demand, in person or by agent or attorney, at any reasonable time or times, all of the books and records of accounts of the Companies to determine if they wish to dispute the Actual Company Net Worth and in connection with any resolution thereof.
the Purchase Price Adjustment. If, however, the Stockholder has delivered notice of such a dispute to USFloral within such 30-day period, then USFloral's Accountant shall select a "Big-Five" independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years to review the Surviving Corporation's books, Closing Financial Certificate and Financial Adjustment Notice (and related information) to determine the amount, if any, of the Purchase Price Adjustment. Such independent accounting firm shall be confirmed by the Stockholder and USFloral within five (5) days of its selection, unless there is an actual conflict of interest. The independent accounting firm shall be directed to consider only those agreements, contracts, commitments or other documents (or summaries thereof) that were either (i) delivered or made available to USFloral's Accountant in connection with the transactions contemplated hereby, or (ii) reviewed by USFloral's Accountant during the course of the Post-Closing Audit. The independent accounting firm shall make its determination of the Purchase Price Adjustment, if any, within thirty (30) days of its selection. The determination made by the independent accounting firm shall be final and binding on the parties hereto, and upon such determination, USFloral shall be entitled to receive from the Stockholder (which may, at USFloral's sole discretion, be from the Pledged Assets as defined in Section 2.2)
the Purchase Price Adjustment. If, however, the Stockholder has delivered notice of such a dispute to Buyer within such 30-day period, then Buyer's Accountant shall select an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years to review the Company's books, Closing Financial Certificate and Financial Adjustment Notice (and related information) to determine the amount, if any, of the Purchase Price Adjustment. Such independent accounting firm shall be confirmed by the Stockholder and Buyer within five (5) days of its selection, unless there is an actual conflict of interest. The independent accounting firm shall be directed not to consider any agreements, contracts, commitments or other documents (or summaries thereof) that were not delivered or made available to Buyer's Accountant in connection with the transactions contemplated hereby. The independent accounting firm shall make its determination of the Purchase Price Adjustment, if any, within thirty (30) days of its selection. The determination of the independent accounting firm shall be final and binding on the parties hereto, and upon such determination, Buyer shall be entitled to receive from the Stockholder (which may, at Buyer's sole discretion, be from the Pledged Assets as defined in Section 1.4)
the Purchase Price Adjustment. If, however, the Stockholders' Representative has delivered notice of such a dispute to Buyer within such thirty (30) day period, then Buyer's Accountant shall select a Big Five accounting firm which has not represented Buyer within the twelve (12) month period immediately prior to such selection (the "Independent Accountant") to review the Company's books, Closing Financial Certificate and Financial Adjustment Notice (and related information) to determine the amount, if any, of the Purchase Price Adjustment. The Independent Accountant shall be directed to consider only those agreements, contracts, commitments or other documents (or summaries thereof) that were either (i) delivered or made available to Buyer's Accountant in connection with the transactions contemplated hereby, or (ii) reviewed by Buyer's Accountant
the Purchase Price Adjustment. If the Buyer elects to receive the Purchase Price Adjustment from the Pledged Assets and the Purchase Price Adjustment (as finally determined pursuant to this Section 1.3) exceeds the Pledged Assets (any such amount the "Pledged Asset Deficit"), the Stockholders shall immediately pay to the Buyer in cash the amount of the Pledged Asset Deficit. The costs of the Independent Accountant shall be borne by the party (either Buyer or the Stockholders as a group) whose determination of the Company's net worth at Closing ("Net Worth Determination") was further from the determination of the Independent Accountant, or equally by Buyer and the Stockholders in the event that the determination by the Independent Accountant is equidistant between the Certified Closing Net Worth and the Actual Company Net Worth. For the purposes of determining which party shall pay the costs of the Independent Accountant, the Net Worth Determination of the Buyer shall be the Actual Net Worth and the Net Worth Determination of the Stockholders as a group shall be the Certified Closing Net Worth.
the Purchase Price Adjustment. As soon as practicable (but in no event later than 60 days) following the Closing Date, the Buyer shall prepare and deliver to the Seller a balance sheet for the Division as of the Closing Date (the "Closing Balance Sheet"), which shall (i) reflect Sections 1.1, 1.2, 2.4 and 2.5 and (ii) be prepared, except as set forth in Schedule 2.7(a), consistently with (x) the Division Balance Sheet to the extent such Division Balance Sheet has been prepared in accordance with GAAP and (y) GAAP to the extent such Division Balance Sheet has not been prepared in accordance with GAAP.
