Accounting Arbitrator. In the event that the Parties cannot reach agreement regarding any disputes regarding amounts invoiced hereunder pursuant to Section 4.3 or Section 4.4, either Party may refer the remaining matters in dispute to the Philadelphia, Pennsylvania office of a mutually agreeable nationally recognized accounting firm (the “Accounting Arbitrator”) for review and final determination by arbitration. Should such selected firm fail or refuse to agree to serve as Accounting Arbitrator within ten Business Days after receipt of a written request from any Party to serve, and should the Parties fail to agree in writing on another replacement Accounting Arbitrator within five Business Days after the end of that ten-day period, or should no replacement Accounting Arbitrator agree to serve within 30 days after the original written request pursuant to this Section 4.5, the Accounting Arbitrator shall be a nationally recognized accounting firm appointed by the Philadelphia office of the American Arbitration Association. The Accounting Arbitrator’s determination shall be made within 30 days after submission of the matters in dispute and shall be final and binding on the Parties, without right of appeal. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed matters submitted by the Parties and may not award damages or penalties to the Parties with respect to any matter. Each Party shall each bear its own legal fees and other costs of presenting its case. The fees, costs and expenses of the Accounting Arbitrator, shall be allocated between the Parties based upon the percentage which the portion of the disputed matters not awarded to such Party bears to the amount actually contested by such Party. The provisions of this Section 4.5 shall survive the expiration or termination of this Agreement.
Accounting Arbitrator. If Seller and Buyer are unable to resolve the matters addressed in the Notice of Disagreement, each of Buyer and Seller shall within fourteen (14) business days after the delivery of such Dispute Notice, summarize its position with regard to such dispute in a written document of twenty-five pages or less and submit such summaries to the office of Xx X. XxXxxxxxx & Company, LLC, 10807 St. Mary’x Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, or such other party as the parties may mutually select (the “Accounting Arbitrator”), together with the Notice of Disagreement, the revised Closing Statement and any other documentation such party may desire to submit. Within twenty (20) business days after receiving the parties’ respective submissions, the Accounting Arbitrator shall render a decision choosing either Seller’ position or Buyer’s position with respect to each matter addressed in any Notice of Disagreement based on the materials described above and based upon the books and records of Seller with respect to the Properties. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Seller and Buyer and will be enforceable against any of the parties in any court of competent jurisdiction.
Accounting Arbitrator. The first of the following firms (or successor thereof) that has not been engaged by either of the Parties at any time during the one (1) year period immediately prior to the time of selection: Ernst & Young, KPMG, Deloitte, PricewaterhouseCoopers, Xxxxx Xxxxxxxx. If all of such firms (or their successors) have been engaged by either one or both of the Parties during such one (1) year period, then the Parties shall in good faith mutually agree on one of such firms (or their successors) or another accounting firm which has not been engaged by either of the Parties during such one (1) year period to serve as the Accounting Arbitrator.
Accounting Arbitrator. If, at any time within twenty-four (24) Months after the Month in which any Operations Fee was paid by Shipper hereunder, Shipper believes that any cost or expense charged by Gatherer as an Operating Expense and included in the determination of such Operations Fee was not incurred in accordance with the terms and conditions of this Agreement, including, without limitation, Section 2.5, Shipper shall have the right to submit the issue to the Accounting Arbitrator for resolution. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on the Parties and will be enforceable against the Parties in any court of competent jurisdiction. If the Accounting Arbitrator decides that any such cost or expense was not incurred in accordance with the terms and conditions of this Agreement, including, without limitation, Section 2.5, then, within thirty (30) days after the determination thereof by the Accounting Arbitrator, Gatherer shall refund to Shipper any such costs and expenses paid by Shipper to Gatherer hereunder. The costs of the Accounting Arbitrator shall be borne one-half by Shipper and one-half by Gatherer. The Parties’ respective rights and obligations under this Section 6.6 shall be in addition to and not limited by Section 15.2 hereof.
Accounting Arbitrator. 2.8(g) Acquisition Shares...................................................9.2 Actions.............................................................4.11
Accounting Arbitrator. If Buyer and Sellers, notwithstanding such good faith effort, fail to resolve such dispute within 14 calendar days after Sellers deliver the Notice of Disagreement, then Buyer and Sellers jointly shall engage the Accounting Arbitrator to resolve such dispute in accordance with the standards set forth in this Section. Sellers and Buyer shall use reasonable efforts to cause the Accounting Arbitrator to render a written decision resolving the matters submitted to the Accounting Arbitrator within 30 calendar days of the making of such submission. The scope of the disputes to be resolved by the Accounting Arbitrator shall be limited to whether the items in dispute that were properly included in the Notice of Disagreement were prepared in accordance with GAAP and the accounts listed on Exhibit B, and the Accounting Arbitrator shall determine, on such basis, whether and to what extent, the Adjustment Statement and the amounts reflected therein, as applicable, require adjustment. The Accounting Arbitrator shall not make any other determination, including any determination as to whether the Target Net Working Capital Range is correct. The Accounting Arbitrator’s decision shall be based solely on written submissions by Sellers and Buyer and their respective representatives and not by independent review, and each of Sellers and Buyer shall have the opportunity to respond in writing to the other’s written submission. The Accounting Arbitrator shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by any Party or smaller than the smallest value for such item claimed by any Party. The fees, costs and expenses of the Accounting Arbitrator shall be allocated between Sellers, on the one hand, and Buyer, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Arbitrator that is unsuccessfully disputed by each such Party (as finally determined by the Accounting Arbitrator) bears to the total amount of such disputed items so submitted. All determinations made by the Accounting Arbitrator will be final, conclusive and binding on the Parties.
