Common use of Adjustment Disputes Clause in Contracts

Adjustment Disputes. If Seller receives timely written objection from Buyer in accordance with §2.2.3(b), Buyer and Seller shall use reasonable efforts to reach agreement on any disputed items or amounts. If Buyer and Seller are unable to reach such agreement within twenty (20) days after Buyer’s delivery of a written objection, they shall promptly thereafter cause a nationally recognized firm of independent certified public accountants (other than KPMG, LLP, G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, PricewaterhouseCoopers, or any other independent certified public accountants having a current or contemplated business relationship to any of the Parties or their respective Affiliates) chosen by and mutually acceptable to Buyer and Seller (the “Accounting Referee”) to review the disputed items or amounts for the purpose of calculating the Closing Purchase Price in accordance with the terms of Section 2.2. The Accounting Referee shall be authorized only to review and settle the disputed items identified by Buyer and shall not review, de novo, any items not disputed by Buyer. The Accounting Referee shall deliver to Buyer and Seller, as promptly as practicable, but in no event later than thirty (30) days after retention of the Accounting Referee, a report setting forth the Accounting Referee’s calculation of the Closing Purchase Price. Such report shall be final and binding upon the Parties and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. The cost of such review and report shall be borne by the Party whose calculation of the Purchase Price as of the Closing Date was mathematically farthest from the Accounting Referee’s calculation of the Closing Purchase Price.

Adjustment Disputes. If Seller receives timely 5.3.1 The Company shall give each Warrantholder written objection from Buyer in accordance notice of any Adjustment Event, together with §2.2.3(b)details of the relevant Adjustment, Buyer and Seller shall use reasonable efforts to reach agreement on any disputed items or amounts. If Buyer and Seller are unable to reach such agreement within no later than twenty (20) days after Buyer’s delivery Business Days before the occurrence of such Adjustment Event. 5.3.2 If the Lead Holder notifies the Company in writing within ten (10) Business Days of receipt of a written objectionnotice given under Clause 5.3.1 that they disagree with any Adjustment (an “Adjustment Dispute”), they the parties hereto shall promptly thereafter attempt to resolve such Adjustment Dispute in good faith for a period of ten (10) Business Days, following which any unresolved Adjustment Dispute shall be referred to the Accounting Expert for determination. The Company shall (and MGE Shareholder shall cause a nationally recognized firm of independent certified public accountants (other than KPMGthe Company to) immediately cease and postpone the Adjustment Event, LLP, G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, PricewaterhouseCoopers, or any other independent certified public accountants having a current or contemplated business relationship to any pending resolution of the Parties or their respective Affiliates) chosen by and mutually acceptable to Buyer and Seller (the “Accounting Referee”) to review the disputed items or amounts for the purpose of calculating the Closing Purchase Price Adjustment Dispute in accordance with the terms Clause 5.3.3. 5.3.3 In respect of Section 2.2. an Adjustment Dispute: (a) The Accounting Referee Expert shall determine the matters at issue in the Adjustment Dispute and notify the parties hereto of the results within ten (10) Business Days from reference of the Adjustment Dispute; (b) The Company shall (and MGE Shareholder shall cause the Company to), and the Warrantholders shall, promptly and fully cooperate with the Accounting Expert, including by furnishing all requested information and copies of documents and granting reasonable access to the books and records and management and employees of any Group Company, in each case, as may be reasonably requested by the Accounting Expert in connection with the Adjustment Dispute; (c) the Accounting Expert shall have the right to seek such professional assistance and advice as it may require; (d) the Accounting Expert’s fees and any professional costs incurred by it shall be authorized only to review paid by the Company and settle the disputed items identified by Buyer and shall not review, de novo, any items not disputed by Buyer. The Accounting Referee shall deliver to Buyer and Seller, disagreeing Warrantholders in inverse proportion as promptly as practicable, but in no event later than thirty they may prevail on such disagreement; and (30e) days after retention of the Accounting Referee, a report setting forth Expert shall act as an expert and not as an arbitrator and its decision shall (in the Accounting Referee’s calculation absence of the Closing Purchase Price. Such report shall manifest error or fraud) be final and binding upon on the Parties Company and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. The cost of such review and report shall be borne by the Party whose calculation of the Purchase Price as of the Closing Date was mathematically farthest from the Accounting Referee’s calculation of the Closing Purchase Priceall Warrantholders.

Adjustment Disputes. The Seller shall have thirty (30) days following receipt of the Closing Statement to review the Buyer’s proposed calculation of the Closing Net Acquired Inventory and make any objections in writing to Buyer. If no objection is received from the Seller receives timely written objection from Buyer in accordance with §2.2.3(b)within such thirty (30) day time period, the Seller shall be deemed to have accepted Buyer’s calculation of the Closing Net Acquired Inventory, and such calculations shall be deemed final. Buyer and the Seller shall use reasonable efforts to reach agreement on any disputed items or amounts. If Buyer and the Seller are unable to reach such agreement within twenty (20) days after Buyerof the Seller’s delivery of a written objection, they shall promptly thereafter cause a nationally recognized firm of independent certified public accountants (other than KPMG, LLP, G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, PricewaterhouseCoopers, or any other independent certified public accountants having a no current or contemplated business relationship to any of the Parties or their respective Affiliates) chosen by and mutually acceptable to Buyer and the Seller (the “Accounting Referee”) to review this Agreement and the disputed items or amounts for the purpose of calculating the final Closing Purchase Price in accordance with the terms of Section 2.2Net Acquired Inventory. The Accounting Referee shall be authorized only to review and settle the disputed items identified by Buyer the Seller and shall not review, de novo, any items not disputed by Buyerthe Seller. The Accounting Referee shall deliver to Buyer and the Seller, as promptly as practicable, but in no event later than thirty (30) days after retention of the Accounting Referee, a report setting forth the Accounting Referee’s calculation of the final Closing Purchase PriceNet Acquired Inventory. Such report shall be final and binding upon the Parties and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. The cost of such review and report shall be borne by the Party whose calculation of the Purchase Price as of the Closing Date Net Acquired Inventory was mathematically farthest from the Accounting Referee’s calculation of the Closing Purchase PriceNet Acquired Inventory.

Adjustment Disputes. (a) If Seller receives timely delivers written objection from Buyer notice to Purchaser under Section 3.7(c) of rejection of the Post-Closing Inventory Amount Determination as set forth in accordance the Inventory Adjustment Notice, Seller and Purchaser will promptly (and in any event within ten (10) Business Days after the date of delivery of Seller's notice of rejection to Purchaser) cause their respective representatives to confer with §2.2.3(b), Buyer and Seller shall use reasonable efforts each other with a view to reach agreement on resolving any disputed items or amountssuch matter. If Buyer and Seller such Parties' representatives are unable to reach resolve any such agreement matter within twenty (20) days after Buyer’s delivery of a written objection, they shall promptly thereafter cause a nationally recognized firm of independent certified public accountants (other than KPMG, LLP, G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, PricewaterhouseCoopers, or any other independent certified public accountants having a current or contemplated business relationship to any of the Parties or their respective Affiliates) chosen by and mutually acceptable to Buyer and Seller (the “Accounting Referee”) to review the disputed items or amounts for the purpose of calculating the Closing Purchase Price in accordance with the terms of Section 2.2. The Accounting Referee shall be authorized only to review and settle the disputed items identified by Buyer and shall not review, de novo, any items not disputed by Buyer. The Accounting Referee shall deliver to Buyer and Seller, as promptly as practicable, but in no event later than thirty (30) days after retention the date of delivery of Seller's notice of rejection to Purchaser, Seller and Purchaser will refer the dispute to Independent Accountants for review and final determination of the Accounting Referee, Post-Closing Inventory Amount Determination. The Independent Accountants shall be instructed to deliver to Purchaser and Seller a report setting forth the Accounting Referee’s calculation written determination of the Post-Closing Purchase PriceInventory Amount Determination within ten (10) Business Days from the d ate of referral thereof to the Independent Accountants. Such report shall The Independent Accountants may request of Seller or Purchaser such documents and information as may be necessary or appropriate for proper determination of any such matter, and such Parties will cooperate to promptly satisfy any such request. Except in the case of fraud or manifest error ,the determination by the Independent Accountants of the Post-Closing Inventory Amount Determination will be final and binding upon on the Parties Parties. Seller and shall constitute an arbitral award upon which a judgment may be entered Purchaser will equally share the fees and disbursements of the Independent Accountants in any court having jurisdiction thereof. The cost of undertaking such review and report shall be borne determination. (b) Within five (5) Business Days after the final agreement of Seller and Purchaser, the final determination by the Party whose calculation Independent Accountants or the deemed acceptance by Seller (as the case may be) of the Purchase Price as Post-Closing Inventory Amount Determination, either: (i) Purchaser will pay to Seller, by wire transfer of immediately available funds, the amount (if any) by which the Post-Closing Date was mathematically farthest from Inventory Amount Determination exceeds the Accounting Referee’s calculation Minimum Inventory Amount (provided that such adjustment shall in no event exceed $100,000), or (ii) Seller will pay to Purchaser, by wire transfer of immediately available funds, the amount (if any) by which the Post-Closing Purchase PriceInventory Amount Determination is less than the Minimum Inventory Amount.