Common use of Resolution of Disputes Clause in Contracts

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, the True-Up Surplus or True-Up Deficit, as the case may be, and the Settlement Statement. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Statement and the Statement of Objections, respectively.

Appears in 2 contracts

Samples: Stock Purchase Agreement (I3 Verticals, Inc.), Stock Purchase Agreement (I3 Verticals, Inc.)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” ; and any amounts not so disputed, the “Undisputed Amounts”) shall will be submitted for resolution to an Ernst & Young (as long as the individuals at such firm involved in resolving the dispute are independent accountant reasonably acceptable to of Buyer and Seller and Buyer their respective Affiliates) (the “Independent Accountants Accountant”) who which, acting as experts and not arbitrators, shall will resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall Accountant will only decide the specific items under dispute by the Parties, Parties and their its decision for each Disputed Amount must be in accordance with this Section 3.2 and the Applicable Accounting Principles and within the range of values assigned by Buyer and Seller to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 2 contracts

Samples: Amended and Restated Asset Purchase Agreement (Lantheus Holdings, Inc.), Amended and Restated Asset Purchase Agreement (Lantheus Holdings, Inc.)

Resolution of Disputes. If Seller Transferor and Buyer Acquiror fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller Transferor and Buyer Acquiror (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, the True-Up Surplus or True-Up Deficit, as the case may be, and the Settlement Statement. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Statement and the Statement of Objections, respectively.

Appears in 2 contracts

Samples: Membership Interest Purchase and Contribution Agreement (I3 Verticals, Inc.), Membership Interest Purchase and Contribution Agreement (I3 Verticals, Inc.)

Resolution of Disputes. If the Buyer and the Seller and Buyer fail to reach an agreement with respect to all or any of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( the “Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an a nationally recognized firm of independent accountant reasonably certified public accountants mutually acceptable to Seller the Buyer and Buyer the Seller, other than the Seller’s accountants or the Buyer’s accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit Final Working Capital Adjustment and the Closing Working Capital Statement, as the case may be , and the Settlement Statement. The Parties agree that all adjustments shall be made without regard to materiality . The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Aqua America Inc), Stock Purchase Agreement (Connecticut Water Service Inc / Ct)

Resolution of Disputes. If Seller the Company Representative and Buyer Sponsor Designated Directors fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent certified public accountants mutually agreed upon by the Sponsor Designated Directors and the Company Representative (such accountant reasonably acceptable chosen pursuant to Seller and Buyer ( this Section 2.19(d)(iii), the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively.

Appears in 2 contracts

Samples: Voting Agreement, Agreement and Plan of Merger (ChaSerg Technology Acquisition Corp)

Resolution of Disputes. If Seller the Sellers and the Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller certified public accountants mutually chosen by the Sellers and the Buyer (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Net Working Capital Adjustment and the Closing Net Working Capital Statement, as the case may be , and the Settlement Statement . The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Net Working Capital Statement and the Statement of Objections, respectively.

Appears in 2 contracts

Samples: Securities Purchase Agreement (1847 Goedeker Inc.), Securities Purchase Agreement (1847 Goedeker Inc.)

Resolution of Disputes. If Seller Buyer and Buyer fail the Representative are unable to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration Objections, then not later than twenty (20) Business Days after the delivery of the Resolution Period Statement of Objections (or, then any amounts remaining if earlier, the date on which either Buyer or the Representative affirmatively terminates discussions in writing with respect to the Statement of Objections), the matters still in dispute (“Disputed Amounts”) shall be submitted for resolution to an independent accountant reasonably such accounting firm as may be mutually acceptable to Seller Buyer and Buyer the Representative (the “ Independent Accountants” ) who, acting ). The Accountants shall act as experts in accounting, and not as arbitrators, shall to resolve the Disputed Amounts only matters in dispute and make any adjustments to, adjust the True-Up Surplus or True-Up Deficit, as the case may be, and the Settlement Statement. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement calculations based thereon to reflect such resolution; provided, however, that the Accountants may not determine an amount of Objections Closing Tangible Net Worth or TNW Adjustment Amount in excess of that claimed by the Representative or less than that claimed by Buyer. The Accountants shall issue their written decision as promptly as practicable and in any event within thirty (30) days following the submission of the matter to the Accountants for resolution, respectively and such decision shall be final, binding and conclusive on the parties. In the event any dispute is submitted to the Accountants for resolution as provided herein, the fees, charges and expenses of the Accountants shall be paid one-half by Buyer and one-half by Hector Fortun.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Hub International LTD)

Resolution of Disputes. If Seller Luna and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller certified public accountants other than Sellers’ accountants or Buyers’ accountants jointly selected by Buyer and Buyer Luna (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Luna Innovations Inc)

Resolution of Disputes. If Seller Securityholders’ Representative and Buyer Parent fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of an impartial nationally or regionally recognized firm of independent accountant reasonably acceptable to Seller certified public accountants mutually agreed upon by Parent and Buyer Securityholders’ Representative (the “Independent Accountants Accountant ) ), who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Statement. The Parties parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively . The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties shall agree in writing) after its engagement, and its resolution of the Disputed Amounts and its adjustments to the Closing Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties and will not be subject to judicial, arbitral or any other form of review.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quality Systems, Inc)

Resolution of Disputes. If Seller Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( "Disputed Amounts " and any amounts not so disputed, the "Undisputed Amounts") shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer the Baltimore Office of RSM US, LLP (the "Independent Accountants” Accountant") who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Gse Systems Inc

Resolution of Disputes. If Seller Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( "Disputed Amounts " and any amounts not so disputed, the "Undisputed Amounts") shall be submitted for resolution to the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to certified public accountants appointed by mutual agreement by Buyer and Seller and Buyer Representative other than Sellers’ Accountants or Buyer's Accountants (the "Independent Accountants” Accountant") who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eyegate Pharmaceuticals Inc)

Resolution of Disputes. If Seller Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( the "Disputed Amounts "; and any amounts not so disputed, the "Undisputed Amounts") shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer the Baltimore Office of RSM US, LLP (the "Independent Accountants”) Accountant"), who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Representations and Warrant (Gse Systems Inc)

Resolution of Disputes. If Seller Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( the “Disputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer the Baltimore Office of RSM US, LLP (the “Independent Accountants Accountant ) ), who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement . For the avoidance of doubt, Buyer and Sellers shall instruct the Independent Accountant to only make a determination with regards to the calculation of such Disputed Amounts and shall provide such information as shall be reasonably requested to make such determination. The Parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties Parties and shall select as the value for such Disputed Item the value presented by either the Buyer or the Sellers, and their decision which the Independent Accountant determines is closer to the correct value for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Statement and the Statement of Objections, respectively item.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Gse Systems Inc)

Resolution of Disputes. If Seller Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of Crowe Horwath LLP or, if Crowe Horwath LLP is unable to serve, Buyer and Seller Representative shall appoint by mutual agreement the office of an impartial firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Sellers’ Accountants or Buyer’s Accountants (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Legend Oil & Gas, Ltd.)

Resolution of Disputes. If Seller and Buyer fail are unable to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any items or amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer ( the Independent Accountants ”) , who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Statement. The Parties agree that all such adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items and amounts under dispute by the Parties, Parties and their the Independent Accountants’ decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (VNU International B.V.)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Earnout Calculation Objections before expiration of the Earnout Resolution Period, then any dollar amounts remaining in dispute (“Disputed Earnout Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer ( the Independent Accountants”) Accountant, who, acting as experts and not arbitrators, shall resolve the Disputed Earnout Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit, as the case may be, and the Settlement Earnout Calculation Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. Within fifteen (15) days of the appointment of the Independent Accountant, each of Buyer and Seller shall deliver to the Independent Accountant, with a copy to each other, their written submission (each a “Earnout Proposal”) of the resolution of the disputed amounts and the 2016 Revenues. The Independent Accountants Accountant may but shall not be required to request that the parties present their Earnout Proposals in person or by telephone or video conference (as determined by the Independent Accountant). The Independent Accountant shall only decide the specific items under dispute by the Parties parties and select one of the two submissions in its entirety and shall deliver its written selection of one of the Earnout Proposals to the parties within fifteen (15) days following the date on which the parties submit their Earnout Proposals, which selection shall be final, binding and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Statement and the Statement of Objections, respectively non-appealable.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (IDI, Inc.)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts Seller and Buyer shall jointly engage and submit the amount remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer BDO Seidman (the “Independent Accountants Accountant ) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, the True-Up Surplus or True-Up Deficit, as the case may be, and the Settlement Statement. The Parties agree that all adjustments shall be made without regard to materiality ). The Independent Accountants Accountant shall only decide the specific items under dispute act as an arbitrator to determine, based solely on presentations by the Parties Seller and Buyer, and their decision not by independent review, only those items still in dispute and shall be limited to those adjustments, if any, required to be made for each Disputed Amount must be within the range Closing Adjusted Working Capital Statement to comply with the provisions of values assigned to each such item in the Settlement Statement and the Statement of Objections, respectively this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lancaster Colony Corp)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( "Disputed Amounts ") shall be submitted for resolution to the office of Schechter Dokken Kanter or, if Schechter Dokken Kanter is unable to serve, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Seller's Accountants or Buyer's Accountants (the "Independent Accountants” Accountant") who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment and the Closing Working Capital Statement, as the case may be , and the Settlement Statement . The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynatronics Corp)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( the “Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of Crowe Horwath or, if Crowe Horwath is unable to serve, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Seller’s accountants or Buyer’s accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively . The Independent Accountants 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. The fees, charges and expenses of the Independent Accountants shall be paid: (i) one-half by Seller; and (ii) one-half by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Unique Fabricating, Inc.)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( the “Disputed Amounts”) shall be submitted for resolution to the office of Ernst & Young LLP or, if Ernst & Young LLP is unable to serve, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment Payment, as the case may be, and the Settlement Closing Statement. The Parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sl Industries Inc)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( the “Disputed Amounts” ); and any amounts not so disputed, (the “Undisputed Amounts”) shall will be submitted for resolution to an a mutually agreed accounting firm (in each case, as long as the individuals at such firm involved in resolving the dispute are independent accountant reasonably acceptable to of Buyer and Seller and Buyer their respective Affiliates) (the “Independent Accountants Accountant”) who which, acting as experts and not arbitrators, shall will resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall Accountant will only decide the specific items under dispute by the Parties, Parties and their its decision for each Disputed Amount must will be in accordance with this Section 2.3, the applicable definitions in this Agreement and the Applicable Accounting Principles and within the range of values assigned by Buyer and Seller to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Share Purchase Agreement (Lantheus Holdings, Inc.)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an impartial firm of independent accountant reasonably acceptable to certified public accountants mutually agreed upon by Buyer and Seller and Buyer (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bio Key International Inc)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an impartial nationally recognized firm of independent accountant reasonably certified public accountants mutually acceptable to Buyer and Seller and Buyer (the “Independent Accountants” ) ), who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Comstock Holding Companies, Inc.)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an impartial nationally recognized firm of independent accountant reasonably acceptable to certified public accountants other than Seller’s Accountants or Buyer’s Accountants as mutually approved by Seller and Buyer (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus Net Working Capital Adjustment Amount or True-Up Deficit Closing Cash Adjustment Amount, as the case may be, and the Settlement Closing Working Capital Statement and Closing Cash and Indebtedness Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Statement Closing Working Capital Statement, Closing Cash and Indebtedness Statement, and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Securities Purchase Agreement (Laredo Oil, Inc.)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer regional or national accounting firm agreed upon by the parties (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit, as the case may be, Final Balance Sheet and the Settlement Statement Final Purchase Price utilizing the same accounting methods as were used in the preparation of the October Balance Sheet and the determination of the Estimated Purchase Price. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Statement Final Balance Sheet and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Astec Industries Inc)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer ( the Independent Accountants”) Accountant who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (R F Industries LTD)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer ( the Independent Accountants”) Accountants who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Iec Electronics Corp)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the applicable office of RSM US LLP or, if such firm is unable to serve, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Seller’s accountants or Buyer’s accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties parties, and their decision for each Disputed Amount must be within the range of values assigned to each such item reflected in the Settlement Closing Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hudson Technologies Inc /Ny)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of EisnerAmper LLP or, if EisnerAmper LLP is unable to serve, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lannett Co Inc)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to certified public accountants (other than Seller’s Accountants or Buyer’s Accountants) mutually agreed upon by Buyer and Seller and Buyer (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment and the Closing Working Capital Statement, as the case may be , and the Settlement Statement . The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller certified public accountants, mutually agreed upon by Buyer and Buyer Seller, other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of the Seller’s Accountants, Minneapolis, Minnesota or, if such firm is unable to serve, Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable certified public accountants other than Seller’s Accountants or Buyer’s Accountants (such resolving accountants referred to Seller and Buyer ( as the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Adjusted Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Adjusted Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Asure Software Inc)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted to the Independent Accountants for resolution to resolution. Buyer and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit, as the case may be, Closing Adjustment and the Settlement Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Community Choice Financial Inc.)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an qualified independent accountant reasonably acceptable third party accounting firm who is mutually agreeable to the Seller and the Buyer (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustments Statements, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inuvo, Inc.)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an impartial nationally recognized firm of independent accountant reasonably acceptable to certified public accountants mutually agreed upon by Buyer and Seller and Buyer (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Energy Focus, Inc/De)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer account (the “Independent Accountants Accountant ) who ), as mutually agreed by the parties, that has not audited the financial statements of Buyer or Seller or Affiliates of either. The Independent Accountant, acting as experts an expert and not arbitrators arbitrator, shall resolve the Disputed Amounts only and accordingly make any adjustments to, to the True-Up Surplus or True-Up Deficit, as the case may be, and the Settlement Statement. The Parties agree that all adjustments shall be made without regard to materiality Final Purchase Price Calculation. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Statement Seller’s Final Purchase Price Calculation and the Buyer’s Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hampton Roads Bankshares Inc)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of Grant Thornton LLP in France, and in the event that Grant Thornton LLP is unable or unwilling to serve, then to an impartial regionally recognized French firm of independent accountant reasonably acceptable to certified public accountants mutually agreed upon in good faith by Buyer and Seller and Buyer (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit, as the case may be, Purchase Price and the Settlement Closing Statement. The Parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (EMRISE Corp)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an the office of a nationally recognized firm of independent accountant reasonably acceptable to certified public accountants that has not been engaged by Seller and or Buyer in the past three (3) years (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Higher One Holdings, Inc.)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” ; and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an Grant Thornton LLP (New York City office) or, if such firm is unable to serve, Buyer shall appoint, with the consent of Seller, which consent shall not be unreasonably withheld, delayed or conditioned, the office of a nationally recognized firm of independent accountant reasonably acceptable to Seller and certified public accountants other than the accountants of Seller, Buyer or any of their respective Affiliates (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, who shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit, as the case may be, Closing Adjustment and the Settlement Closing Net Working Capital Statement. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the Parties shall agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties in writing) after their engagement, and their decision for each resolution of the Disputed Amount must be within Amounts and their adjustments to the range of values assigned to each such item in the Settlement Closing Net Working Capital Statement and the Statement of Objections, respectively Post-Closing Adjustment shall be conclusive and binding on the Parties.

Appears in 1 contract

Samples: Purchase Agreement (Root9B Holdings, Inc.)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of within the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to KPMG LLP, or if KPMG LLP cannot accept the engagement then the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to certified public accountants, which shall be appointed by the mutual agreement of Buyer and Seller and Buyer (the “Independent Accountants” ) ), who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Working Capital Adjustment and the Actual Closing Working Capital Statement, as the case may be , and the Settlement Statement . The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Actual Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Information Services Group Inc.)

Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to any or all of the matters set forth in the Statement of Objections ofObjections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an impartial regionally recognized financial consulting firm or a firm of independent accountant reasonably acceptable certified public accountants other than Seller’s Accountants, the Business’s accountants or Buyer’s Accountants mutually agreeable to Buyer and Seller and Buyer (the “Independent Accountants Accountant”) who, acting as experts an expert and not arbitrators an arbitrator, and without considering extrinsic evidence, shall resolve the Disputed Amounts only to the extent they relate to accounting matters and make any adjustments to, to the True-Up Surplus or True-Up Deficit, as the case may be, and the Settlement Closing Statement. The Parties agree that all adjustments Independent Accountant shall be made without regard jointly instructed by the parties to materiality make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after engagement of the Independent Accountant, and its resolution of the Disputed Amounts and, other than with respect to conclusions of Law and interpretation of this Agreement and consideration of extrinsic evidence, its adjustments to the Closing Statement shall be conclusive (other than with respect to conclusions of Law and interpretation of this Agreement and consideration of extrinsic evidence) absent manifest error. The Independent Accountants Accountant shall decide only decide the specific items under dispute by the Parties, parties and their the Independent Accountant’s decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively . The fees and expenses of the Independent Accountant shall initially be split 50/50 between Buyer and Seller, and after the final resolution of any dispute, shall be borne by Buyer, on the one hand, and Seller, on the other hand, based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party (and the appropriate party shall reimburse the other party accordingly). For example, if closing accounts receivable is the only disputed item, and Seller claims that closing accounts receivable is $1,000, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountants ultimately resolve the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of Independent Accountants will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller. Any dispute that cannot be resolved by the Independent Accountant pursuant to the provisions hereof shall be resolved by courts of law set forth in Section 10.11.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement

Resolution of Disputes. If Seller and Buyer fail to reach an agreement anagreement with respect to any or all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an impartial regionally recognized financial consulting firm or a firm of independent accountant reasonably acceptable certified public accountants other than Seller’s accountants, the Business’s accountants or Buyer’s Accountants mutually agreeable to Buyer and Seller and Buyer (the “Independent Accountants Accountant”) who, acting as experts an expert and not arbitrators an arbitrator, and without considering extrinsic evidence, shall resolve the Disputed Amounts only to the extent they relate to accounting matters and make any adjustments to, to the True-Up Surplus or True-Up Deficit, as the case may be, and the Settlement Closing Statement. The Parties agree that all adjustments Independent Accountant shall be made without regard jointly instructed by the parties to materiality make a determination as soon as practicable within thirty (30) days (or suchother time as the parties hereto shall agree in writing) after engagement of the Independent Accountant, and its resolution of the Disputed Amounts and, other than with respect to conclusions of Law and interpretation of this Agreement and consideration of extrinsic evidence, its adjustments to the Closing Statement shall be conclusive (other than with respect to conclusions of Law and interpretation of this Agreement and consideration of extrinsic evidence) absent manifest error. The Independent Accountants Accountant shall decide only decide the specific items under dispute by the Parties, parties and their the Independent Accountant’s decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively . The fees and expenses of the Independent Accountant shall initially be split 50/50 between Buyer and Seller, and after the final resolution of any dispute, shall be borne by Buyer, on the one hand, and Seller, on the other hand, based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party (and the appropriate party shall reimburse the other party accordingly). For example, if closing accounts receivable is the only disputed item, and Seller claims that closing accounts receivable is $1,000, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountants ultimately resolve the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of Independent Accountants will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller. Any dispute that cannot be resolved by the Independent Accountant pursuant to the provisions hereof shall be resolved by courts of law set forth in Section 10.11.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement

Resolution of Disputes. If Seller and Buyer Buyers fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer ( the Independent Accountants”) Accountant who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Membership Interest and Asset Purchase Agreement (Endo International PLC)

Resolution of Disputes. If Seller and Buyer Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( the “Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer ( the Independent Accountants”) Accountant who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit, as the case may be, and the Settlement Effective Date Working Capital Statement. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, Disputed Amounts and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Effective Date Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (MedMen Enterprises, Inc.)

Resolution of Disputes. If Seller and Buyer Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( the “Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer ( the Independent Accountants”) Accountant who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit, as the case may be, and the Settlement IAED Working Capital Statement. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, Disputed Amounts and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement IAED Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Amended and Restated Membership Interest Purchase Agreement (MedMen Enterprises, Inc.)

Resolution of Disputes. If Seller and Buyer Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of KPMG or, if KPMG is unable to serve, Purchaser and Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Seller’s accountants or Purchaser’s accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Dream Finders Homes, Inc.)

Resolution of Disputes. If Seller and Buyer Purchaser fail to reach an agreement with respect to all of the disputed matters set forth in the Statement of Objections before expiration of the Resolution Period, then any only those amounts remaining in dispute ( the “Disputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer ( the Independent Accountants”) Accountants who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit Net Working Capital Adjustment, as the case may be, and the Settlement Closing Net Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Statement and the Statement of Objections , respectively . Purchaser and Seller will each pay one-half (1/2) of the fees and expenses of the Independent Accountants.

Appears in 1 contract

Samples: Asset Purchase Agreement (Asure Software Inc)

Resolution of Disputes. If Seller Seller's Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections and/or the Post-Closing Adjustment before expiration of the Resolution Period, then any amounts remaining in dispute ( "Disputed Amounts " and any amounts not so disputed, the "Undisputed Amounts") shall be submitted for resolution to an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller certified public accountants, other than Seller’s Accountants or Buyer's Accountants, whom Buyer and Buyer Seller's Representative shall appoint by mutual agreement (the "Independent Accountants”) who Accountant"), and the Independent Accountant, acting as experts an expert and not arbitrators an arbitrator, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Effective Time Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Effective Time Working Capital Statement and/or the Post-Closing Adjustment and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Turning Point Brands, Inc.)

Resolution of Disputes. If Seller Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( "Disputed Amounts " and any amounts not so disputed, the "Undisputed Amounts") shall be submitted for resolution to a person mutually agreed upon by Sellers and Buyer or to the office of an impartial firm of independent accountant reasonably acceptable to Seller certified public accountants mutually agreed upon by Sellers and Buyer (the "Independent Accountants ") who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Statement final Net Working Capital at Closing. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Statement final Net Working Capital at Closing and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (General Finance CORP)

Resolution of Disputes. If Seller Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( "Disputed Amounts " and any amounts not so disputed, the "Undisputed Amounts") shall be submitted for resolution to the office of Crowe Horwath LLP or, if Crowe Horwath LLP is unable to serve, Buyer and Sellers shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Sellers’ Accountants or Buyer's Accountants (the "Independent Accountants” Accountant") who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Turning Point Brands, Inc.)

Resolution of Disputes. If Seller Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( "Disputed Amounts " and any amounts not so disputed, the "Undisputed Amounts") shall be submitted for resolution to the office of WSRP Certified Public Accountants or, if WSRP Certified Public Accountants is unable to serve, Buyer and Sellers shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Sellers’ Accountants or Buyer's Accountants (the "Independent Accountants” Accountant") who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Control4 Corp)

Resolution of Disputes. If Seller Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the [CPA]. If the [CPA] is unable to serve, Buyer and Sellers shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Sellers’ accountants or Buyer’s accountants (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Share Purchase Agreement (Orbital Energy Group, Inc.)

Resolution of Disputes. If Seller Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of Grant Thornton LLP or, if Grant Thornton LLP is unable to serve, Buyer and Sellers shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Sellers’ Accountants or Buyer’s Accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to to such Disputed Amounts and, as a consequence thereof, make adjustments to the True-Up Surplus or True-Up Deficit Proposed Closing Working Capital Statement and the Closing Working Capital to reflect any agreements reached by the parties within the Resolution Period (which were not submitted to the Independent Accountants) and their resolution of the Disputed Amounts, as the case may be , and the Settlement Statement . The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Proposed Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)

Resolution of Disputes. If Seller Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of Grant Thornton, LLP or, if Grant Thornton, LLP is unable to serve, Buyer and Sellers shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Sellers’ Accountants or Buyer’s Accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to to such Disputed Amounts and, as a consequence thereof, make adjustments to the True-Up Surplus or True-Up Deficit Proposed Closing Working Capital Statement and the Closing Working Capital to reflect any agreements reached by the parties within the Resolution Period (which were not submitted to the Independent Accountants) and their resolution of the Disputed Amounts, as the case may be , and the Settlement Statement . The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Proposed Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)

Resolution of Disputes. If Seller Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of Grant Thornton, LLP or, if Grant Thornton, LLP is unable to serve, Buyer and Sellers shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Sellers’ Accountants or Buyer’s Accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Myers Industries Inc)

Resolution of Disputes. If Seller Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an independent accountant reasonably the office of a regional accounting firm mutually acceptable to Seller Buyer and Buyer Sellers, other than Sellers’ accountants or Buyer’s accountants (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Information Analysis Inc)

Resolution of Disputes. If Seller Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller certified public accountants other than Sellers’ Accountants or Buyer’s designated accountants appointed by mutual agreement of Buyer and Buyer Sellers (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Deficit Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Deficit Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gulf Island Fabrication Inc)

Resolution of Disputes. If Seller Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of an impartial regionally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Sellers’ accountants or Buyer’s accountants, appointed by mutual agreement (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ladenburg Thalmann Financial Services Inc.)

Resolution of Disputes. If Seller Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts ) ), Buyer and Sellers shall be submitted for resolution to appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Sellers’ Accountants or Buyer’s Accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing EBITDA Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing EBITDA Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Imprimis Pharmaceuticals, Inc.)

Resolution of Disputes. If Seller Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of BDO or, if BDO is unable to serve, Buyer and Sellers shall appoint by mutual agreement the office of an impartial internationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Sellers’ accountants or Buyer’s accountants (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Player Liabilities Statement. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Player Liabilities Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Esports Entertainment Group, Inc.)

Resolution of Disputes. If Seller Sellers’ Agent and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller certified public accountants appointed by mutual agreement of Buyer and Buyer Sellers’ Agent (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to, to the True-Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement applicable Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Securities Purchase Agreement

Resolution of Disputes. If Seller Sellers’ Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then Buyer and Sellers’ Representative shall appoint by mutual agreement the office of an impartial firm of independent certified public accountants otherthan Sellers’ Accountants or Buyer’s Accountants (the “Independent Accountant”), and any amounts remaining in dispute at the expiration of the Resolution Period (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer ( the Independent Accountants”) Accountant, who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Iteris, Inc.)

Resolution of Disputes. If Seller Sellers’ Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer Deloitte & Touche LLP (the “Independent Accountants”) who, acting as experts and not arbitrators, who shall resolve the Disputed Amounts only and make any required adjustments to, to the True Post- Up Surplus or True-Up Deficit, as the case may be, Closing Adjustment and the Settlement Closing Working Capital Statement . The Parties agree that all adjustments shall be made without regard to materiality . The Independent Accountants shall only decide the specific items under dispute by the Parties, Disputed Amounts and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Securities Purchase Agreement (Travelcenters of America LLC)

Resolution of Disputes. If Seller Sellers’ Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than Sellers’ Accountants or Buyer’s Accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to to the Net Equity Adjustment or the Earn-Out Statement, the True-Up Surplus or True-Up Deficit and December 31 Actual Balance Sheet, as the case may be , and the Settlement Statement . The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in December 31 Actual Balance Sheet, the Settlement Earn-Out Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ceco Environmental Corp)

Resolution of Disputes. If Seller Sellers’ Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an impartial nationally recognized firm of independent accountant reasonably acceptable certified public accountants to Seller be mutually agreed on by Buyer and Buyer Sellers’ Representative (the “Independent Accountants Accountant”) who, acting as experts an expert and not arbitrators an arbitrator, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement , as applicable. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties parties as to the Disputed Amount, and their the Independent Account’s decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sterling Construction Co Inc)

Resolution of Disputes. If Seller Sellers’ Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller certified public accountants mutually agreed upon by Sellers’ Representative and Buyer Buyer, other than Sellers’ Accountants or Buyer’s Accountants (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)

Resolution of Disputes. If Seller Sellers’ Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller certified public accountants other than Sellers’ Accountants or Buyer’s Accountants appointed by mutual agreement of Buyer and Buyer Sellers’ Representative (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties agree that all All adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, Sellers’ Representative and Buyer and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Share Purchase Agreement (Techne Corp /Mn/)

Resolution of Disputes. If Seller Sellers’ Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then as to any amounts remaining in dispute ( "Disputed Amounts " and any amounts not so disputed, the "Undisputed Amounts") Buyer and Sellers’ Representative shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer appoint BDO USA, LLP (the "Independent Accountants ") who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ufp Technologies Inc)

Resolution of Disputes. If Seller Sellers’ Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any only those amounts remaining in dispute dispute, if any (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts ) ), shall be submitted for resolution to the office of Deloitte & Touche LLP or, if Deloitte & Touche LLP is unable to serve, Buyer and Sellers’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than the Company’s, Sellers’ or Buyer’s auditing firm (the “Independent Accountants”) who, acting as experts and not arbitrators, who shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit Adjustment, as the case may be, and the Settlement applicable Post-Closing Statement. The Parties agree that all adjustments shall be made without regard to materiality. The they will instruct and permit the Independent Accountants shall (a) to decide only decide the specific items under dispute by Disputed Amounts (and not any Undisputed Amount) regardless of the Parties, materiality of such Disputed Amounts and their decision for (b) further to decide each Disputed Amount must be within the range of values assigned to each such item in the Settlement Post-Closing Statement and the Statement of Objections, respectively. Stock Purchase Agreement - 18

Appears in 1 contract

Samples: Stock Purchase Agreement (Tredegar Corp)

Resolution of Disputes. If Seller Sellers’ Representative and Buyer fail to reach an agreement with respect to resolve all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts matters remaining in dispute (“Disputed Amounts Matters”) shall be submitted for resolution to an a firm of independent accountant certified public accountants reasonably acceptable to Seller Sellers’ Representative and Buyer, or if they are unable to agree within thirty (30) days after the end of the Resolution Period, as may be designated by an arbitrator or arbitral panel convened pursuant to Section 12.11 upon demand of Buyer or Sellers’ Representative ( such firm, the “Independent Accountants Accountant ) who ). The Independent Accountant must resolve the Disputed Matters in accordance with the terms and provisions of this Agreement. The Independent Accountant, acting as experts an expert and not arbitrators an arbitrator, shall resolve the Disputed Amounts Matters only and make any adjustments to to the calculation of Net Working Capital of the Company, the True-Up Surplus NWC Adjustment, or True-Up Deficit Closing Net Debt, as the case may be, and the Settlement Statement applicable. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, and their decision for Accountant’s resolution of each Disputed Amount Matter must be within the range of values assigned to each such item in the Settlement Final Closing Statement and the Statement of Objections, respectively . Any disagreements among the parties with respect to any matters of law or the interpretation of this Agreement remain subject to the dispute resolution procedures set forth in Section 12.11, and the Independent Accountant shall have no authority to decide such matters unless specifically agreed by Buyer and Sellers’ Representative at the time, and any dispute as to whether a matter is an accounting matter or a matter of law or interpretation of this Agreement will, unless otherwise agreed by Buyer and Sellers’ Representative at the time, be resolved pursuant to the procedures set forth in Section 12.11.

Appears in 1 contract

Samples: Stock Purchase Agreement (Kaleyra, Inc.)

Resolution of Disputes. If Seller Sellers’ Representatives and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement Notice of Objections Disagreement before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to a mutually agreeable office of an impartial internationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer public accountants other than Seller’s Accountants or Buyer’s Accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the such Disputed Amounts only and make any adjustments to to the EBITDA Post-Closing Adjustment, Excess Cash and/or the True-Up Surplus or True-Up Deficit Working Capital, as the case may be, and the Settlement Statement relevant Statement(s). The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount under this Section 2.08 must be within the range of values assigned to each such item in the Settlement Statement relevant Statement(s) and the Statement Notice of Objections, respectively Disagreement(s).

Appears in 1 contract

Samples: Stock Purchase Agreement (Meridian Bioscience Inc)

Resolution of Disputes. If Seller Shareholder Representative and Buyer Parent fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of Ernst & Young or, if Ernst & Young is unable to serve, Parent and Shareholder Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Statement. The Parties agree that all Any adjustments shall be made without regard with respect to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, and their decision for each Disputed Amount Amounts must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively . The parties hereto agree that all adjustments shall be made without regard to materiality.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Corelogic, Inc.)

Resolution of Disputes. If Seller Stockholder Representative and Buyer Parent fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to Mayer Hoffman McCann P.C. or, if Mayer Hoffman McCann P.C. is unable or unwilling to serve, Parent and Stockholder Representative shall appoint by mutual agreement an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively . For purposes of this Agreement, the procedures set forth in Section 3.11(c)(i) - (v) shall be considered to be arbitration within the meaning of the Federal Arbitration Act and any cognate state law and the courts of Delaware shall have jurisdiction to enforce any and all orders and awards of the Independent Accountant.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AVX Corp)

Resolution of Disputes. If Seller Stockholder Representative and Buyer Parent fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an impartial firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Adjustment Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall decide only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Adjustment Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Agreement and Plan of Merger (OptimizeRx Corp)

Resolution of Disputes. If Seller Stockholder Representative and Buyer Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of Grassi & Co. or, if Grassi & Co. is unable to serve, Purchaser and Stockholder Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve only the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. Any Undisputed Amounts shall be deemed accepted by the parties. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GTT Communications, Inc.)

Resolution of Disputes. If Seller VI and Buyer Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( the “Disputed Amounts”; any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the Chicago, Illinois office of Grant Thornton LLP or, if Grant Thornton LLP is unable to serve, Purchaser and VI shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants (the “Independent Accountants Accounting Firm”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit Inventory Adjustment, as the case may be, and the Settlement Inventory Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accounting Firm shall only decide the specific items under dispute by the Parties, parties and their decision for each the Disputed Amount must be within the range of values assigned to each such item in the Settlement Inventory Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Merit Medical Systems Inc)

Resolution of Disputes. If Seller Vendor and Buyer Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unwilling or unable to serve, to the office of an independent accountant reasonably acceptable to Seller of national standing as mutually agreed between Vendor and Buyer Purchaser, who, acting as an expert and not an arbitrator (the “Independent Accountants Auditor ) who, acting as experts and not arbitrators ), shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Net Inventory Statement. The Parties parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants Auditor shall only decide the specific items under dispute by the Parties, parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Net Inventory Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trans World Entertainment Corp)

Resolution of Disputes. If Seller the Equityholders and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an the office of a nationally recognized firm of independent accountant reasonably acceptable to Seller and certified accountants which does not have a prior business relationship with either the Buyer or the Equityholders (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Inventory Statement. The Parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Inventory Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (MedMen Enterprises, Inc.)

Resolution of Disputes. If Seller the Holder Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants (the “Independent Accountants Accountant”) appointed by mutual agreement of Buyer and the Holder Representative, who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Cash Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Cash Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ideanomics, Inc.)

Resolution of Disputes. If the Seller Representative and Buyer PAHL fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer ( the Independent Accountants”) Accountants who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit calculation of the Final Adjustment Amount, as the case may be, and the Settlement Closing Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Business Combination Agreement (Platform Specialty Products Corp)

Resolution of Disputes. If the Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of HoganTaylor, Tulsa, Oklahoma or, if HoganTaylor is unable to serve, Buyer and the Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants ( in either case, the “ Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, the True to Post- Up Surplus or True-Up Deficit, as the case may be, Closing Adjustment and the Settlement Statement Statement as necessary. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Addvantage Technologies Group Inc)

Resolution of Disputes. If the Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to Ernst & Young or, if Ernst & Young is unable to serve, Buyer and the Seller shall appoint by mutual agreement an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than the Seller’s Accountants or the Buyer’s Accountants (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Statement. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties hereto and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vonage Holdings Corp)

Resolution of Disputes. If the Seller and the Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent accountant reasonably acceptable certified public accountants not currently engaged by any party to Seller and Buyer this Agreement or any of their respective Affiliates (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit, as the case may be, and the Settlement Closing Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Limbach Holdings, Inc.)

Resolution of Disputes. If Seller the Sellers Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer ( the Independent Accountants”) Accountants who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit, as the case may be, and the Settlement Statement Procurement Services Revenues. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Balance Sheet, Adjustment Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (WNS (Holdings) LTD)

Resolution of Disputes. If Seller the Sellers and Buyer the Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an BDO USA, LLP– Chicago Office (or if BDO USA, LLP– Chicago Office is unable or unwilling to accept such engagement, to a national firm of independent accountant reasonably acceptable to Seller accountants mutually agreed upon in writing by the Purchaser and Buyer the Sellers (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit Working Capital Adjustment and the Purchase Price Adjustment, as the case may be, and the Settlement Closing Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively . The determination by the Independent Accountant of the Disputed Amounts shall be based solely on presentations and submissions by the Purchaser and the Sellers (which presentations and submissions shall be made to the Independent Accountant no later than thirty (30) days after the engagement of the Independent Accountant), and the definitions set forth herein. Any amounts not disputed in accordance with this Section (the “Undisputed Amounts”) shall be final, conclusive and binding on the parties hereto, and shall be paid as and when required herein. EXECUTION VERSION

Appears in 1 contract

Samples: Stock Purchase Agreement (Bridgeline Digital, Inc.)

Resolution of Disputes. If Seller the Sellers’ Agent and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller certified public accountants as may be mutually selected by Buyer and Buyer the Sellers’ Agent (the “Independent Accountants Accountant ); provided that if the Buyer and the Sellers’ Agent are unable to agree on an Independent Accountant within five (5) days following the end of the Resolution Period, each shall, within two (2) days thereafter, select its own tax advisory firm, which together shall select the Independent Accountant who, acting as experts and not arbitrators arbitrators and shall not have any authority to interpret any provision of this Agreement, shall resolve the Disputed Amounts only and make any adjustments to, to the True-Up Surplus or True-Up Deficit, as the case may be, and the Settlement Computation Statement. The Parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, Parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Computation Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Securities Purchase and Exchange Agreement

Resolution of Disputes. If Seller the Sellers’ Representative and Buyer the Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer RSM US LLP (the “Independent Accountants”) who, acting as experts and not arbitrators, shall be authorized and empowered to resolve the Disputed Amounts only Amounts, interpret the provisions of this Agreement to the extent they deem such interpretation to be necessary or desirable in connection with their role hereunder, and make any necessary adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Notwithstanding the foregoing, the Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Statement and the Statement of Objections, respectively . There shall be no ex parte communications between the Sellers’ Representative or the Purchaser, on the one hand, and the Independent Accountants, on the other hand, relating to those matters in dispute, other than (A) the initial written submission by the Sellers’ Representative and the Purchaser of their respective positions on the matters in dispute, (B) written answers by the Sellers’ Representative and the Purchaser to written questions from the Independent Accountants, and (C) in connection with the Sellers’ Representative’s and the Purchaser’s provision of access to their respective books and records pursuant to Section 2.2(d). In making its determination, the Independent Accountants shall disregard any settlement proposal or negotiation materials exchanged between the Purchaser and the Sellers’ Representative with respect to any disputed item referred to the Independent Accountants (all of which such settlement proposals or negotiation materials shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule or precedent).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Hc2 Holdings, Inc.)

Resolution of Disputes. If Seller the Selling Parties and Buyer Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the Los Angeles, California office of RSM McGladrey or, if RSM McGladrey is unable to serve, Purchaser and the Selling Parties shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller and Buyer certified public accountants other than the Selling Parties’ accountants or Purchaser’s accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Asset Purchase Agreement (Diamond Resorts Corp)

Resolution of Disputes. If Seller the Shareholders’ Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer ( the Independent Accountants”) Accountant who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment and the Closing Working Capital Statement, as the case may be , and the Settlement Statement . The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (R F Industries LTD)

Resolution of Disputes. If Seller the Stockholder Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any either Buyer or the Stockholder Representative may submit the amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer by CliftonLarsonAllen LLP (the “Independent Accountants” ) who ). The Independent Accountants shall, acting as experts and not arbitrators, shall resolve determine on the basis of the standards set forth in Section 2.04(b)(i), and only with respect to the differences in the Disputed Amounts only so submitted to the Independent Accountants (and make any adjustments to not by independent review), whether and to what extent, if any, the True-Up Surplus or True-Up Deficit Closing Balance Sheet and Adjustments as set forth in the Adjustment Statement require adjustment. In doing so, as the case may be, and the Settlement Statement. The Parties agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall decide only decide the specific items under dispute by the Parties, parties and issue their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Statement Closing Balance Sheet and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Merger Agreement (Douglas Dynamics, Inc)

Resolution of Disputes. If Seller the Stockholder Representative and Buyer Parent fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to an independent accountant reasonably acceptable to Seller and Buyer ( the Independent Accountants”) Accountant who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mimedx Group, Inc.)

Resolution of Disputes. If Seller the Stockholder and Buyer Parent fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts ” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent accountant reasonably acceptable certified public accountants to Seller be mutually appointed by Parent and Buyer the Stockholder (the “Independent Accountants Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Company Cash Statement. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Company Cash Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SRAX, Inc.)

Resolution of Disputes. If Seller the objecting Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ( "Disputed Amounts " and any amounts not so disputed, the "Undisputed Amounts") shall be submitted for resolution to an impartial nationally recognized firm of independent accountant reasonably acceptable to Seller certified public accountants other than Seller's Accountants or Buyer's Accountants that it mutually agreed upon by Buyer and Buyer the objecting Sellers (the "Independent Accountants” Accountant") who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to, to the True Post- Up Surplus or True-Up Deficit Closing Adjustment, as the case may be, and the Settlement Closing Working Capital Statement. All Statements of Objections duly delivered by Sellers shall be considered together by the Independent Accountant. The Parties parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants Accountant shall only decide the specific items under dispute by the Parties, parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Settlement Closing Working Capital Statement and the Statement of Objections, respectively.

Appears in 1 contract

Samples: Share Purchase Agreement (Eyegate Pharmaceuticals Inc)