Common use of Disputed Items Clause in Contracts

Disputed Items. The Seller will have the opportunity to review the Closing Purchase Price Certificate for thirty (30) days after the Closing Purchase Price Certificate is delivered to the Seller (the “Review Period”). During the Review Period, the Buyer and the Seller will reasonably cooperate to assist the Seller’s review, and will provide to the Seller and its representatives reasonable access to all relevant advisors and accounting, management or financial personnel and reasonably obtainable Company information, including accountants’ working papers, to enable the Seller to review the Closing Purchase Price Certificate. During the period beginning on the Closing Date and ending on the date on which the Closing Purchase Price Certificate becomes final and binding on the Parties in accordance with the terms of this Section 1.7, the Buyer shall not take (and the Buyer shall not permit any member of the Company Group to take) any action with respect to any Company Group contracts, books, records (including accounting or financial records), work papers, policies or procedures of the Buyer or the Company Group that would reasonably be expected to obstruct, prevent or interfere with the review or evaluation by the Seller of the Closing Purchase Price Certificate or the resolution of any dispute relating thereto. If the Seller delivers written notice to the Buyer prior to the end of the Review Period stating that the Seller objects to any items on the Closing Purchase Price Certificate (each, a “Disputed Item”), specifying the basis for such objection in reasonable detail and setting forth the Seller’s proposed modifications to the Closing Purchase Price Certificate (the “Disputed Items Notice”), then the Seller and the Company will attempt to resolve and finally determine and agree upon the Closing Purchase Price as promptly as practicable. If the Seller does not deliver the Disputed Items Notice to the Buyer by the end of the Review Period, then the calculation of the Closing Purchase Price specified in the Closing Purchase Price Certificate will be final and binding upon the Parties.

Disputed Items. The If Parent receives an Earnout Dispute Notice from Seller will have within the opportunity to review Earnout Dispute Period, during the Closing Purchase Price Certificate for thirty (30) days after the Closing Purchase Price Certificate is delivered to the Seller -day period following delivery of such Earnout Dispute Notice (the “Review Earnout Negotiation Period”), Parent and Seller shall discuss with a view to resolving their disagreements over the Disputed Items. All items other than the Disputed Items set forth in the Earnout Dispute Notice shall be considered final and binding upon Seller. During the Review PeriodEarnout Dispute Period and until the final determination of any Disputed Items, the Buyer Seller shall be provided with all work papers and the Seller will reasonably cooperate to assist the Seller’s review, and will provide back-up materials requested in writing to the extent used by Parent to prepare the calculation of such Disputed Items for the applicable Earnout Period. If Seller and its representatives reasonable access to all relevant advisors and accounting, management or financial personnel and reasonably obtainable Company information, including accountants’ working papers, to enable Parent resolve their differences over the Seller to review the Closing Purchase Price Certificate. During the period beginning on the Closing Date and ending on the date on which the Closing Purchase Price Certificate becomes final and binding on the Parties Disputed Items in accordance with the terms foregoing procedure, their determination of this Section 1.7such Disputed Items shall be final, the Buyer shall not take (binding and the Buyer shall not permit conclusive. If Seller and Parent fail to resolve their differences over any member of the Company Group to take) Disputed Items within the Earnout Negotiation Period, they shall jointly submit any action with respect to any Company Group contracts, books, records (including accounting or financial records), work papers, policies or procedures of the Buyer or the Company Group that would reasonably be expected to obstruct, prevent or interfere with the review or evaluation by the Seller of the Closing Purchase Price Certificate or the resolution of any dispute relating thereto. If the Seller delivers written notice to the Buyer prior to the end of the Review Period stating that the Seller objects to any items on the Closing Purchase Price Certificate (each, a “unresolved Disputed Item”), specifying the basis for such objection in reasonable detail and setting forth the Seller’s proposed modifications to the Closing Purchase Price Certificate Items (the “Unresolved Disputed Items”) for resolution to the Independent Accountant. Only Unresolved Disputed Items Notice”), then are subject to resolution by the Seller Independent Accountant and the Company will attempt to resolve and finally determine and agree upon the Closing Purchase Price as promptly as practicable. If the Seller does not deliver the all other Disputed Items Notice to the Buyer by the end of the Review Period, then the calculation of the Closing Purchase Price specified in the Closing Purchase Price Certificate will shall be considered final and binding upon Seller. Parent and Seller shall require that the PartiesIndependent Accountant make its determination within 30 days of accepting its engagement. The determination by the Independent Accountant shall be final, binding and conclusive on the Parties absent fraud or manifest error. Seller and Parent shall be afforded the opportunity to present to the Independent Accountant any material related to the Unresolved Disputed Items and to discuss the issues with the Independent Accountant; provided, however, that no such presentation or discussion shall occur without the presence of a representative of each of Seller and Parent. The Independent Accountant shall act as an expert and not an arbitrator in resolving the Unresolved Disputed Items submitted to it. The fees, costs and expenses of the Independent Accountant shall be allocated to and borne by Parent, on the one hand, and Seller on the other hand, based upon the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Accountant.

Disputed Items. The Seller will If, within 60 days following delivery of the Earnout Statement to Company Agent, Company Agent shall not have the opportunity to review the Closing Purchase Price Certificate for thirty (30) days after the Closing Purchase Price Certificate is delivered given RSOL notice of Company Agent’s objection to the Seller (any items used in the “Review Period”). During the Review Period, the Buyer and the Seller will reasonably cooperate to assist the Seller’s review, and will provide to the Seller and its representatives reasonable access to all relevant advisors and accounting, management or financial personnel and reasonably obtainable Company information, including accountants’ working papers, to enable the Seller to review the Closing Purchase Price Certificate. During the period beginning on the Closing Date and ending on the date on which the Closing Purchase Price Certificate becomes final and binding on the Parties in accordance with the terms of this Section 1.7, the Buyer shall not take (and the Buyer shall not permit any member computation of the Company Group to take) any action with respect to any Company Group contracts, books, records Alteris Pre-Tax Income and Alteris Cash Flow (including accounting or financial records), work papers, policies or procedures which notice shall contain a reasonably detailed statement of the Buyer or the Company Group that would reasonably be expected to obstruct, prevent or interfere with the review or evaluation by the Seller basis of the Closing Purchase Price Certificate or the resolution of any dispute relating thereto. If the Seller delivers written notice to the Buyer prior to the end of the Review Period stating that the Seller objects to any items on the Closing Purchase Price Certificate (each, a “Disputed Item”), specifying the basis for such objection in reasonable detail and setting forth the Seller’s proposed modifications to the Closing Purchase Price Certificate objection) (the “Disputed Items NoticeItems”), then the Seller and the Company will attempt to resolve and finally determine and agree upon the Closing Purchase Price as promptly as practicable. If the Seller does not deliver the Disputed Items Notice to the Buyer by the end of the Review Period, then the calculation of the Closing Purchase Price specified amounts set forth in the Closing Purchase Price Certificate will Earnout Statement delivered by RSOL shall be final and binding upon the Parties. If Company Agent gives notice to RSOL of Company Agent’s objection within such 60 day period, the Earnout Statement shall not be deemed final and RSOL and Company Agent shall attempt, in good faith, to resolve the Disputed Items. If RSOL and Company Agent are unable to resolve any Disputed Items within 15 days after delivery of such notice of objection, any such Disputed Items will be submitted for resolution to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent certified public accountants, or such other nationally recognized firm of independent certified public accountants mutually selected by RSOL and Company Agent (the “Neutral Auditor”). RSOL and Company Agent shall provide to the Neutral Auditor all work papers and back-up materials relating to the Disputed Items requested by the Neutral Auditor to the extent available to RSOL or its Subsidiaries, accountants, attorneys or other representatives or Company Agent or its accountants, attorneys or other representatives. The Neutral Auditor shall be engaged within five (5) Business Days after the expiration of the 15 day period following delivery of such notice of objection (or such earlier date if mutually agreed). If either RSOL or Company Agent fails to take action with respect to any matter relating to the selection of the Neutral Auditor, then the other Party may engage the Neutral Auditor on behalf of all Parties. The Neutral Auditor shall make such review and examination of the relevant facts and documents as the Neutral Auditor deems appropriate for purposes of resolving the Disputed Items, and only the Disputed Items, and each of RSOL and Company Agent shall be afforded the same opportunity to present to the Neutral Auditor and material related to the Disputed Items, to discuss the issues with the Neutral Auditor and to make a written presentation of their respective positions; provided, however, that the Neutral Auditor shall require all facts, documents and presentations from RSOL and Company Agent to be completed or submitted within15 days after the Neutral Auditor has been engaged. Within 15 days after the date required for completion of presentations and the submission of such facts, documents and written presentations, and regardless of whether such submissions shall have been made, the Neutral Auditor shall resolve all Disputed Items in writing and shall prepare and deliver its decision, which shall be final and binding upon the Parties without further recourse or collateral attack as to each Disputed Item. The Neutral Auditor will (i) resolve only the outstanding Disputed Items and may not assign a value greater than the greatest value claimed for any item by either Party or smaller than the smallest value claimed for any item by either Party, and (ii) re-calculate Alteris Pre-Tax Income and Alteris Cash Flow using the calculations set forth in the Earnout Statement, as modified only by (A) the Neutral Auditor’s resolution of the outstanding Disputed Items, and/or (B) the written agreement of RSOL and Company Agent. All of the fees costs and expenses of the Neutral Auditor in connection with the dispute resolution process contemplated by this Section 3.3(b) (including the Neutral Auditor’s fees, but exclusive of attorneys’ fees) shall be borne by the Party (either RSOL or Company Agent) who is the least successful in such process, which shall be determined by comparing (A) the position asserted by each Party on all Disputed Items taken together, with each matter weighted by its financial significance to (B) the final decision of the Neutral Auditor on all Disputed Items taken together. For purposes of the preceding sentence, the “position asserted” by each of RSOL and Company Agent shall be determined by reference to their respective presentations submitted to the Neutral Auditor pursuant to this Section 3.3(b). The Neutral Auditor shall not preside over any hearing of the Parties nor permit the Parties to make any oral arguments to the Neutral Auditor.