Common use of Determination by Independent Accountant Clause in Contracts

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall Buyer and Seller agree in writing) after their its engagement, and their . The Independent Accountant’s resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Balance Sheet, Closing Net Book Value, and Post-Closing Adjustment shall be is conclusive and binding upon the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital Statement Statements and/or the Post-Closing Adjustment Adjustments shall be conclusive and binding upon the parties hereto. Judgment on the award of the Independent Accountant may be entered by any court of competent jurisdiction.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto, absent fraud or manifest error.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Net Indebtedness Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto. Judgment on the award of the Independent Accountant may be entered by any court of competent jurisdiction.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto Parent and Stockholder Representative shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Liability Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their its engagement, and their its resolution of the Earn-Out Disputed Amounts and their its adjustments to the Closing Working Capital Statement and/or the PostEarn-Closing Adjustment Out Statements shall be conclusive and binding upon the parties hereto. Judgment on the award of the Independent Accountant may be entered by any court of competent jurisdiction.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall will make a determination as soon as practicable within thirty *** (30***) days (or such other time as the parties hereto shall Parties will agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall will be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts disputed amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Net Working Capital Statement and/or the Post-Closing Adjustment Net Working Capital Adjustment, as the case may be, shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 calendar days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Calculation Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto. Judgment on the award of the Independent Accountant may be entered by any court of competent jurisdiction.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their unless otherwise agreed in writing by Buyer and Sellers, the Independent Accountant’s resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their its engagement, and their issue its written resolution of the Disputed Amounts objections in the Objection Notice, a final Updated Balance Sheet, and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment a final Purchase Price, which shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto Representative and Parent shall agree in writing) after their engagementthe day on which the disagreement is referred to Independent Accountant, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital Statement and/or or the Post-Closing Adjustment Adjustment, or both, shall be conclusive and final, conclusive, binding upon and non-appealable by the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Balance Sheet, Closing Net Asset Value Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto. The Independent Accountants shall utilize the Company Accounting Policies in making their determination.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other shorter time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 60 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment and their determination of the respective liability of the Seller and Buyer for the fees and expenses of the Independent Accountant under Section 2.06(c)(iv) shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties Parties hereto. For the avoidance of doubt, the Independent Accountant shall be empowered to make any factual determination and accept such submissions as the Independent Accountant determines to be necessary to resolve the Disputed Amounts.

Determination by Independent Accountant. The Independent Accountant shall make a determination by delivery of a written statement setting forth its resolution of the Disputed Amounts as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto., absent manifest error. (d)

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Adjustment Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretohereto and the Company Equityholders.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 45 days (or such other time as the parties Parties hereto shall agree in writing) after their its engagement, and their resolution of the First Closing Disputed Amounts and their adjustments to the First Closing Net Working Capital Statement and/or the First Closing Post-Closing Adjustment shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountant. The Independent Accountant shall will make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall will agree in writing) after their its engagement, and their the Independent Accountant’s resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall will be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Final Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto Buyer and Seller shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountant. The Independent Accountant shall be directed to make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing IAED Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive conclusive, final and binding upon the parties hereto. Such determination shall be based on the definitions of Closing Working Capital and related terms set forth in this Agreement.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the related Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty forty five (3045) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Net Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital applicable Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post338(g) Make-Closing Adjustment Whole Payment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or and the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto, and judgment on such decision may be entered in any court of competent jurisdiction.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Earnout Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment applicable Earnout Payments shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and and, absent manifest error, their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Tangible Net Worth Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Deficit Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 45 days (or such other time as the parties Parties hereto shall agree in writing) after their engagementits engagement in connection with the Second Closing, and their resolution of the Second Closing Disputed Amounts and their adjustments to the Second Closing Net Working Capital Statement and/or the Second Closing Post-Closing Adjustment shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Inventory Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or or the Post-Closing Adjustment Adjustment, or both, shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto Parties shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Milestone Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment applicable Milestone Payment(s) shall be conclusive and binding upon the parties heretohereto and all other interested parties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto Parties shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital Statement and/or Statements and the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.Adjustment,

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Purchase Price Adjustment Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.Parties. (c)

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Working Capital Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon promptly as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive final, binding and binding non-appealable upon the parties heretoparties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable and in any event within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their the Independent Account’s engagement, and their the Independent Account’s resolution of the Disputed Amounts Amounts, Excluded Contract Retainage, and their the Independent Account’s adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable after the submission of the Disputed Amounts (and Purchaser and Seller shall direct the Independent Accountant to make such determination within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement), and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Balance Sheet and the Statement and/or the Post-Closing Adjustment of Purchase Price shall be conclusive and binding upon the parties heretohereto absent manifest error.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto Buyer and Seller Representative shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or and amount of the Post-Closing Adjustment Capital shall be final, conclusive and binding upon the parties heretobinding.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or or the Post-Closing Adjustment Amount shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall mutually agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Final Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other shorter time as the parties hereto Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) calendar days (or such other time as the parties hereto Parties shall agree in writing) after their engagement, shall promptly provide a written statement concerning such resolution to the Buyer and the Sellers and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties in the absence of fraud and manifest error.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Estimated Closing Working Capital Statement Cash Purchase Price Certificate and/or the Post-Closing Adjustment Cash Purchase Price shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Player Liabilities Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties and shall be considered a “final award” issued by an arbitrator for purposes of the Federal Arbitration Act and any cognate state law.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty ten (3010) days (or such other time as the parties hereto shall mutually agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Net Working Capital Adjustment Amount, and the Closing Cash and Indebtedness Statement, and Closing Cash Adjustment Amount, as the case may be, shall be conclusive and binding upon the parties Parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto Holder Representative and the Purchaser shall agree in writing) after their engagementthe day on which the disagreement is referred to Independent Accountant, and their its resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or or the Post-Post- Closing Adjustment Adjustment, or both, shall be conclusive and final, conclusive, binding upon and non-appealable by the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto, absent fraud or manifest error.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment disputed Member Audit Expenses amounts shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto Parties shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital Statement and/or Statements and the Post-Closing Adjustment Adjustment, which, absent any manifest error, shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.. 18

Determination by Independent Accountant. The Independent Accountant shall make a determination by delivery of a written statement setting forth its resolution of the Disputed Amounts as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.of

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretohereto absent manifest computational error.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such EXHIBIT 2.1 other time as the parties hereto shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable practicable, but in any event within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.. (d)

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Cash Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination (by delivery of a written report to Buyer and Sellers’ Representative) as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Dispute Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretohereto (absent manifest error).

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon all of the parties hereto, whether or not such party submitted a Statement of Objections.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Working Capital Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Post- Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable in writing within thirty (30) days (or such other time as the parties hereto Buyer and Seller shall agree in writing) after their engagementthe engagement of the Independent Accountant, and their the Independent Accountant’s resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or resulting from the Post-Closing Adjustment Independent Accountant’s resolution of such Disputed Amounts shall be deemed final, conclusive and binding upon the parties heretoParties, absent manifest error or fraud.

Determination by Independent Accountant. The Independent Accountant shall be directed to make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Effective Date Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or and the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination decide as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their the Independent Accountant’s engagement, and their absent manifest error, the Independent Accountant’s resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall will make a determination as soon as practicable within thirty *** (30***) days (or such other time as the parties hereto shall Parties will agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall will be conclusive final and binding upon the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination solely based on the provisions of this Agreement as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable practicable, but in any event within thirty (30) 45 days (or such other time as the parties hereto Sellers’ Representative and Buyer shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Effective Time Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Post-Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) 30 days (or such other time as the parties hereto U.S. Buyer and U.S. Seller shall agree in writing) after their its engagement, and their . The Independent Accountant’s resolution of the Disputed Amounts and their adjustments to the Closing Net Working Capital, Net Sales, Closing Net Working Capital Statement and/or the Percentage, and Post-Closing Adjustment shall be is conclusive and binding upon the parties heretoParties.

Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their its engagement, and their its resolution of the Disputed Amounts and their its adjustments to the Closing Working Capital applicable Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.