Common use of Differences Clause in Contracts

Differences. If the Sellers' Representative and the Buyer are --- ----------- unable to resolve all the objections set forth in the Disagreement Notice within such 15-day period, they shall jointly appoint Deloitte & Touche LLP (the "CPA Firm") within five days of the end of such 15-day period. The CPA -------- Firm, acting as experts and not as arbitrators, shall review the objections set forth in the Disagreement Notice which are not Resolved Objections (collectively, the "Differences") and determine, based on the requirements set ----------- forth in Section 1.2(b) and only with respect to Differences submitted to the CPA Firm, whether and to what extent the Closing Adjusted Net Worth Schedule requires adjustments. The fees and disbursements of the CPA Firm shall be allocated 50% to the Buyer and 50% to the Sellers. The Sellers and the Buyer shall (and shall cause the Company to) provide to the CPA Firm full cooperation. The CPA Firm's resolution of the Differences shall be conclusive and binding upon the parties. The Differences as resolved by the CPA Firm in accordance with this Section 1.2(e) shall collectively be referred to herein as the "CPA-Determined Differences." --------------------------

Differences. If the Sellers' Representative and the Buyer are --- ----------- unable to resolve all the objections set forth in the Disagreement Notice within such 15-day period, they shall jointly appoint Deloitte & Touche LLP (the "CPA --- Firm") within five days of the end of such 15-day period. The CPA -------- Firm, acting ---- as experts and not as arbitrators, shall review the objections set forth in the Disagreement Notice which are not Resolved Objections (collectively, the "Differences") and determine, based on the requirements set ----------- forth in Section ----------- 1.2(b) and only with respect to Differences submitted to the CPA Firm, whether and to what extent the Closing Adjusted Net Worth Schedule requires adjustments. The fees and disbursements of the CPA Firm shall be allocated 50% to the Buyer and 50% to the Sellers. The Sellers and the Buyer shall (and shall cause the Company to) provide to the CPA Firm full cooperation. The CPA Firm's resolution of the Differences shall be conclusive and binding upon the parties. The Differences as resolved by the CPA Firm in accordance with this Section 1.2(e) shall collectively be referred to herein as the "CPA-Determined Differences." --------------------------

Differences. If the Sellers' Representative and the Buyer ----------- are --- ----------- unable to resolve all the objections set forth in the Disagreement Notice within such 15-day period, they shall jointly appoint Deloitte & Touche LLP (the "CPA Firm") within five days of the end of such 15-day period. -------- The CPA -------- Firm, acting as experts and not as arbitrators, shall review the objections set forth in the Disagreement Notice which are not Resolved Objections (collectively, the "Differences") and determine, based on the ----------- requirements set ----------- forth in Section 1.2(b) and only with respect to Differences submitted to the CPA Firm, whether and to what extent the Closing Adjusted Net Worth Schedule requires adjustments. The fees and disbursements of the CPA Firm shall be allocated 50% to the Buyer and 50% to the Sellers. The Sellers and the Buyer shall (and shall cause the Company to) provide to the CPA Firm full cooperation. The CPA Firm's resolution of the Differences shall be conclusive and binding upon the parties. The Differences as resolved by the CPA Firm in accordance with this Section 1.2(e) shall collectively be referred to herein as the "CPA-Determined Differences." --------------------------

Differences. If the Sellers' Representative and the Buyer are --- ----------- unable to resolve all the objections set forth in the Disagreement Notice within such 15-day period, they shall jointly appoint Deloitte & Touche LLP (the "CPA --- Firm") within five days of the end of such 15-day period. The CPA -------- Firm, acting ---- as experts and not as arbitrators, shall review the objections set forth in the Disagreement Notice which are not Resolved Objections (collectively, the "Differences") and determine, based on the requirements set ----------- forth in Section ------------ 1.2(b) and only with respect to Differences submitted to the CPA Firm, whether and to what extent the Closing Adjusted Net Worth Schedule requires adjustments. The fees and disbursements of the CPA Firm shall be allocated 50% to the Buyer and 50% to the Sellers. The Sellers and the Buyer shall (and shall cause the Company to) provide to the CPA Firm full cooperation. The CPA Firm's resolution of the Differences shall be conclusive and binding upon the parties. The Differences as resolved by the CPA Firm in accordance with this Section 1.2(e) shall collectively be referred to herein as the "CPA-Determined Differences." --------------------------

Differences. If the Sellers' Representative and the Buyer are --- ----------- unable to resolve all the objections set forth in the Disagreement Notice within such 15-day period, they shall jointly appoint Deloitte & Touche LLP (the "CPA --- Firm") within five days of the end of such 15-day period. The CPA -------- Firm, acting ---- as experts and not as arbitrators, shall review the objections set forth in the Disagreement Notice which are not Resolved Objections (collectively, the "Differences") and determine, based on the requirements set ----------- forth in Section ------------ 1.2(b) and only with respect to Differences submitted to the CPA Firm, whether and to what extent the Closing Adjusted Net Worth Schedule requires adjustments. The fees and disbursements of the CPA Firm shall be allocated 50% to the Buyer and 50% to the Sellers. The Sellers and the Buyer shall (and shall cause the Company to) provide to the CPA Firm full cooperation. The CPA Firm's resolution of the Differences shall be conclusive and binding upon the parties. The Differences as resolved by the CPA Firm in accordance with this Section 1.2(e) shall collectively be referred to herein as the "CPA-Determined Differences." ---------------------------------------------------- (f)