Common use of the Purchase Price Adjustment Clause in Contracts

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 Deloitte & Touche (the "Independent Accounting Firm") shall 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 Stockholders (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 Deloitte & Touche Buyer's Accountant shall select an independent accounting firm that has not represented any of the parties hereto within the preceding two (the "Independent Accounting Firm"2) shall 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 Stockholders' Representative and Buyer within five (5) days of its selection, unless there is an actual conflict of interest. The Independent Accounting Firm 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 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 independent accounting firm shall be final and binding on the parties hereto, and upon such determination, Buyer shall be entitled to receive from the Stockholders (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 Stockholder has delivered notice of such a dispute to Buyer within such thirty (30) -day period, then Deloitte & Touche 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 (the "Independent Accounting Firm"2) shall 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 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 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 independent accounting firm shall be final and binding on the parties hereto, and upon such determination, Buyer shall be entitled to receive from the Stockholders 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 sixty (3060) day period, then Deloitte Buyer's Accountant shall select Arthur Anderson & Touche Co. (the "Independent Accounting FirmAccountant") shall to review the Company's booksCompaxx'x bxxxx, Closing Xlosing Financial Certificate and Financial Adjustment Notice (and related information) to determine the amount, if any, of the Purchase Price Adjustment. The Independent Accounting Firm 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 during the course of the Post-Closing Audit. The Independent Accounting Firm Accountant 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 Accountant shall be final and binding on the parties hereto, and upon such determination, Buyer shall be entitled to receive from the Stockholders (which may, at Buyer's sole discretion, be from the Pledged Assets as defined in Section 1.4)