Final Determination Process Sample Clauses

Final Determination Process. The Statement of Closing Net Working Capital or the Earnout Statement (as the case may be, the “Subject Statement”) shall be final and binding on the Parties unless Seller shall, within sixty (60) days following the delivery of the applicable Subject Statement, deliver to Purchaser written notice of disagreement with the Subject Statement. If Seller shall raise any such disagreement within the aforesaid sixty (60) day period, then Seller and Purchaser shall attempt to resolve the disputed matters through negotiation. If Seller and Purchaser are unable to resolve all disagreements within sixty (60) days of receipt by Purchaser of a written notice of disagreement, or such longer period as may be agreed by Purchaser and Seller, then either Seller or Purchaser may elect to have the disagreements resolved by ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP or another mutually acceptable independent public accounting firm that is not the independent auditor of Purchaser, the Company, Seller or any of their respective Affiliates (the Person so selected shall be referred to herein as the “Accounting Firm”). The Accounting Firm so selected shall consider only those items and amounts set forth in the Subject Statement as to which Purchaser and Seller have disagreed, within the time periods and on the terms specified above, by reason of the Subject Statement not being prepared in accordance with the provisions of Section 2.4(a) or 2.5 (as applicable) or the amounts set forth in the Subject Statement being determined based on any mathematical, clerical or similar errors. The Accounting Firm shall resolve the disagreement in accordance with the terms and provisions of this Agreement. In doing so, the Accounting Firm, acting as an expert and not as an arbitrator, shall determine on the basis of the standards expressly set forth in this Agreement, and only with respect to the remaining accounting related differences so submitted to the Accounting Firm (and not by independent review), whether and to what extent, if any, the amounts reflected in the Subject Statement require adjustment. The Accounting Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) days after submission of the disagreements to it and, in any case, as soon as practicable after such submission. In resolving the disagreements, the Accounting Firm (i) shall utilize the criteria set forth in Section 2.5 or Section 2.6 (as the case may be) and (ii) shall not assign a value to any item greate...