Common use of Auditor Report Clause in Contracts

Auditor Report. Seller and Acquiror shall use commercially reasonable efforts to cause the Auditor to resolve the disputed matters based upon the materials submitted to it pursuant to the last sentence of Section 2.6(c) within thirty (30) days following the submission of such materials. The Auditor shall determine, based solely on presentations by Seller and Acquiror, and not by independent review, only those issues in dispute specifically set forth in the Dispute Notice and shall render a written report to Seller and Acquiror (the “Adjustment Report”) in which the Auditor shall determine what adjustments, if any, should be made to the Closing Date Working Capital Statement solely as to the disputed items and shall determine the appropriate Final Net Working Capital on that basis. The Auditor is not to make any other determination, including any determination as to whether the Target Net Working Capital or the Estimated Net Working Capital is correct. The Adjustment Report shall set forth, in reasonable detail, the Auditor’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 Date Working Capital Statement and the Closing Net Working Capital, together with supporting calculations. In resolving any disputed item, the Auditor shall: (i) resolve such dispute in accordance with the standards set forth in this Section 2.6, (ii) limit its review to matters specifically set forth in the Dispute Notice and (iii) not assign a value to any item higher than the highest value or less than the lowest value for such item claimed in either the Dispute Notice or the Closing Date Working Capital Statement. All fees and expenses relating to the work of the Auditor shall be borne by Seller, on the one hand, and by Acquiror, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Auditor (such inverse proportion for each Party shall be the positive value obtained by each Party by dividing (A) the difference of (1) the amount of the Closing Net Working Capital proposed by such Party and (2) the amount of the Final Net Working Capital established by the Auditor by (B) the difference between (1) the amount of the Closing Net Working Capital proposed by Seller and (2) the amount of Closing Net Working Capital proposed by Acquiror), which proportionate allocation will also be determined by the Auditor and be included in the Adjustment Report. The Adjustment Report, shall be final, conclusive and binding on Acquiror and Seller.