Common use of Indemnity Statement Clause in Contracts

Indemnity Statement. Within thirty (30) calendar days after (i) the date that is twelve (12) months following the Closing Date, for purposes of the IT Indemnity and the Real Property Indemnity, or (ii) the end of each successive calendar month following the Closing, for purposes of the Wage Loss Indemnity, Purchaser shall prepare and deliver to the company a reasonably detailed statement (each, an “Indemnity Statement”), which shall be in the form of the Wage True Up Calculation Spreadsheet for purposes of the Wage Loss Indemnity, setting forth a calculation of the indemnity amounts for such period together with reasonable supporting information. the Company may dispute the calculation of such indemnity amounts by providing written notice (an “Indemnity Dispute Notice”) to Purchaser within thirty (30) calendar days of Purchaser’s delivery of the Indemnity Statement to the Company. If the Company does not provide an Indemnity Dispute Notice, such Indemnity Statement shall be deemed final upon the end of such thirty (30) calendar days of Purchaser’s delivery of the Indemnity Statement to the Company. An Indemnity Dispute Notice shall identify each disputed item, specify the amount of such dispute and set forth in reasonable detail the basis for such dispute. Purchaser shall, and shall cause its Affiliates and Representatives to, provide the Company and its Representatives with reasonable access, information and assistance as may be reasonably requested by the Company in connection with its review of an Indemnity Statement. In the event of any such disputes, Purchaser and the Company shall attempt, in good faith, to reconcile their differences (including providing information that is reasonably requested to the other party), and any resolution by them as to any disputed items shall be final, binding and conclusive on the Parties and the Escrow Agent and shall be evidenced by a writing signed by Purchaser and the Company reflecting such resolution. If Purchaser and the Company are able to reach a resolution, such Indemnity Statement shall be deemed final. If Purchaser and the Company are unable to reach such resolution within thirty (30) calendar days after the Company’s delivery of an Indemnity Dispute Notice to purchaser, then Purchaser and the Company shall promptly submit any remaining disputed items for final binding resolution to the Designated Accounting Firm. If any remaining disputed items are submitted to the Designated Accounting Firm for resolution, (i) each Party will furnish to the Designated Accounting Firm such workpapers and other documents and information relating to the remaining disputed items as the Designated Accounting Firm may request and are available to such Party, and each Party will be afforded the opportunity to present to the Designated Accounting Firm any material relating to the disputed items and to discuss the resolution of the disputed items with the Designated Accounting Firm; (ii) each Party will use its Commercially Reasonable Efforts to cooperate with the resolution process so that the disputed items can be resolved within thirty (30) calendar days of submission of the disputed items to the Designated Accounting Firm; (iii) the determination by the Designated Accounting Firm, as set forth in a written notice to Purchaser and the Company, shall be final, binding and conclusive on the Parties and the Escrow Agent; and (iv) the fees and expenses of the Designated Accounting Firm shall be borne by the Company and Purchaser in inverse proportion as they may prevail on the matters resolved by the Designated Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Designated Accounting Firm at the time the determination is rendered on the merits of the matters submitted to the Designated Accounting Firm, and all other costs and expenses shall be paid by the respective Party incurring such expense. Nothing herein shall be construed to authorize or permit the Designated Accounting Firm to resolve any item in dispute by making an adjustment to the Indemnity Statement that is outside of the range for such item defined by the Indemnity Statement and an Indemnity Dispute Notice. In calculating the relevant indemnity amount, the Designated Accounting Firm shall be limited to addressing only those particular disputes referred to in an Indemnity Dispute Notice.