Common use of Accounting Dispute Resolution Clause in Contracts

Accounting Dispute Resolution. If there are remaining disputes under Section 2.5(a), Purchaser and Seller shall submit the disputed items (and only the disputed items) for resolution to an independent accounting firm mutually appointed by Purchaser and Seller (the “Independent Accounting Firm”), who shall determine and report to the parties and such report shall be final, binding and conclusive on the parties hereto. If the Purchaser and Seller cannot agree on the Independent Accounting Firm, the parties agree to engage the American Arbitration Association (“AAA”) to appoint the Independent Accounting Firm, and Seller and Purchaser will each initially pay half of any fee that the AAA charges in connection with such services. None of Seller or Purchaser or their respective representatives will have any ex parte communications or meetings with the Independent Accounting Firm concerning any matter arising under or related to this Agreement or any dispute referred to the Independent Accounting Firm pursuant to this Agreement without the prior written consent of Seller or Purchaser, as applicable. The Independent Accounting Firm shall determine any disputed items within 30 days after they are submitted to it. If any disputed items are submitted to the Independent Accounting Firm for resolution, (i) the proceedings, if any, shall be held in a mutually agreed location, (ii) each party shall furnish to the Independent Accounting Firm such work papers and other documents and information relating to such objections as the Independent Accounting Firm may reasonably request and are available to that party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the determination of the matters in dispute and to discuss such determination with the Independent Accounting Firm, (iii) each of the parties shall assign a value to each disputed item and the Independent Accounting Firm shall determine each disputed item separately (based on the determination that most closely complies with the terms of this Agreement) but shall not assign a value to any disputed item that is greater than the greatest value for such disputed item assigned to it by either party or less than the smallest value for such disputed item assigned to it by either party, (iv) the Independent Accounting Firm shall make its calculation of the disputed items in accordance with this Agreement and shall set forth such calculation in reasonable detail in a written notice and deliver such notice to both parties, and such calculation shall be binding and conclusive on the parties and constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof. Purchaser and Seller shall each bear its own fees and expenses in connection with any such proceeding; provided, however, that the fees and expenses of the Independent Accounting Firm shall be borne by Purchaser and Seller in inverse proportion as they may prevail on matters resolved by the Independent Accounting Firm.

Accounting Dispute Resolution. If there are remaining disputes under Section 2.5(a)1.12(a) at the conclusion of the Resolution Period, Purchaser and Seller Agent shall submit the remaining disputed items (and only the remaining disputed items) for resolution to an independent accounting firm mutually appointed by Purchaser and Seller Agent (the “Independent Accounting Firm”), who which shall determine the remaining disputes and report its determination to the parties parties, and such report shall be final, binding and conclusive on the parties hereto. If hereto and the Purchaser and Seller cannot agree on the Independent Accounting Firm, the parties agree to engage the American Arbitration Association (“AAA”) to appoint the Independent Accounting Firm, and Seller and Purchaser will each initially pay half of any fee that the AAA charges in connection with such services. None of Seller or Purchaser or their respective representatives will have any ex parte communications or meetings with the Independent Accounting Firm concerning any matter arising under or related to this Agreement or any dispute referred to the Independent Accounting Firm pursuant to this Agreement without the prior written consent of Seller or Purchaser, as applicableEquityholders. The Independent Accounting Firm shall determine any be instructed to use its commercially reasonable efforts to make its determination as to the disputed items within 30 thirty (30) days after they are submitted to it. If any disputed items are submitted to the Independent Accounting Firm for resolution, (i) the proceedings, if any, Independent Accounting Firm shall be held in a mutually agreed locationinstructed to make its determination as an expert and not as an arbitrator, (ii) each party of Purchaser and Agent shall furnish to the Independent Accounting Firm such work papers workpapers and other documents and information relating to such objections as the Independent Accounting Firm may reasonably request and are available to that party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the determination of the matters in dispute and to discuss such determination with the Independent Accounting Firm, (iii) each of the parties Purchaser and Agent shall assign a value to each disputed item and the Independent Accounting Firm shall determine each disputed item separately (based on the determination that most closely complies with the terms of this Agreement) but shall not assign a value to any disputed item that is greater than the greatest value for such disputed item assigned to it by either party or less than the smallest value for such disputed item assigned to it by either party, and (iv) the Independent Accounting Firm shall make its calculation of the disputed items (and of the Merger Consideration) in accordance with this Agreement and shall set forth such calculation in reasonable detail in a written notice and deliver such notice to both partiesPurchaser and Agent, and such calculation shall (except in the case of fraud or manifest error) be binding and conclusive on the parties and constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof. Purchaser and Seller Agent (on behalf of the Equityholders) shall each bear its their own fees and expenses in connection with any such proceeding; provided, however, that the fees and expenses of the Independent Accounting Firm shall be borne by Purchaser and Seller Agent (on behalf of the Equityholders) in inverse proportion as they may prevail on matters resolved by the Independent Accounting Firm.

Accounting Dispute Resolution. If there are remaining disputes under Section 2.5(a2.6(a), Purchaser and Seller shall submit the disputed items (and only the disputed items) for resolution to an independent accounting firm mutually appointed by Purchaser and Seller (the “Independent Accounting Firm”), who shall determine and report to the parties and such report shall be final, binding and conclusive on the parties hereto. If the Purchaser and Seller cannot agree on the Independent Accounting Firm, the parties agree to engage the American Arbitration Association (“AAA”) to appoint the Independent Accounting Firm, and Seller and Purchaser will each initially pay half of any fee that the AAA charges in connection with such services. None of Seller or Purchaser or their respective representatives will have any ex parte communications or meetings with the Independent Accounting Firm concerning any matter arising under or related to this Agreement or any dispute referred to the Independent Accounting Firm pursuant to this Agreement without the prior written consent of Seller or Purchaser, as applicable. The Independent Accounting Firm shall determine any disputed items within 30 thirty (30) days after they are submitted to it. If any disputed items are submitted to the Independent Accounting Firm for resolution, (i) the proceedings, if any, shall be held in a mutually agreed location, (ii) each party shall furnish to the Independent Accounting Firm such work papers and other documents and information relating to such objections as the Independent Accounting Firm may reasonably request and are available to that party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the determination of the matters in dispute and to discuss such determination with the Independent Accounting Firm, (iii) each of the parties shall assign a value to each disputed item and the Independent Accounting Firm shall determine each disputed item separately (based on the determination that most closely complies with the terms of this Agreement) but shall not assign a value to any disputed item that is greater than the greatest value for such disputed item assigned to it by either party or less than the smallest value for such disputed item assigned to it by either party, (iv) the Independent Accounting Firm shall make its calculation of the disputed items in accordance with this Agreement and shall set forth such calculation in reasonable detail in a written notice and deliver such notice to both parties, and such calculation shall be binding and conclusive on the parties and constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof. Purchaser and Seller shall each bear its own fees and expenses in connection with any such proceeding; provided, however, that the fees and expenses of the Independent Accounting Firm shall be borne by Purchaser and Seller in inverse proportion as they may prevail on matters resolved by the Independent Accounting Firm.

Accounting Dispute Resolution. If there are remaining disputes under Section 2.5(a1.9(a), the Purchaser and Seller the Equityholders shall submit the disputed items (and only the disputed items) for resolution to an independent accounting firm mutually appointed by the Purchaser and Seller the Equityholders (the “Independent Accounting Firm”), who shall determine and report to the parties and such report shall be final, binding and conclusive on the parties hereto. If the Purchaser and Seller cannot agree on the Independent Accounting Firm, the parties agree to engage the American Arbitration Association (“AAA”) to appoint the Independent Accounting Firm, and Seller and Purchaser will each initially pay half of any fee that the AAA charges in connection with such services. None of Seller or Purchaser or their respective representatives will have any ex parte communications or meetings with the Independent Accounting Firm concerning any matter arising under or related to this Agreement or any dispute referred to the Independent Accounting Firm pursuant to this Agreement without the prior written consent of Seller or Purchaser, as applicable. The Independent Accounting Firm shall determine any disputed items within 30 days after they are submitted to it. If any disputed items are submitted to the Independent Accounting Firm for resolution, (i) the proceedings, if any, shall be held in a mutually agreed location, (ii) each party shall furnish to the Independent Accounting Firm such work papers and other documents and information relating to such objections as the Independent Accounting Firm may reasonably request and are available to that party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the determination of the matters in dispute and to discuss such determination with the Independent Accounting Firm, (iiiii) each of the parties shall assign a value to each disputed item and the Independent Accounting Firm shall determine each disputed item separately (based on the determination that most closely complies with the terms of this Agreement) but shall not assign a value to any disputed item that is greater than the greatest value for such disputed item assigned to it by either party or less than the smallest value for such disputed item assigned to it by either party, and (iviii) the Independent Accounting Firm shall make its calculation of the disputed items (and of the Closing Purchase Price based thereon) in accordance with this Agreement and in a manner consistent with the methodology set forth on Schedule 1.12(b), and shall set forth such calculation in reasonable detail in a written notice and deliver such notice to both all parties, and such calculation shall (except in the case of Fraud) be binding and conclusive on the parties and constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof. The Purchaser and Seller the Equityholders shall each bear its own fees and expenses in connection with any such proceeding; provided, however, that the fees and expenses of the Independent Accounting Firm shall be borne by the Purchaser and Seller the Equityholders in inverse proportion as they may prevail on matters resolved by the Independent Accounting Firm.

Accounting Dispute Resolution. If there are remaining disputes under Section 2.5(a1.11(a), the Purchaser and Seller the Agent shall submit the disputed items (and only the disputed items) for resolution to an independent accounting firm mutually appointed by Purchaser and Seller Xxxxx Xxxxxxxx LLP (the “Independent Accounting Firm”), who who, acting as experts and not arbitrators, shall determine and report to the parties and such report shall be final, binding and conclusive on the parties hereto. If the Purchaser and Seller cannot agree on the Independent Accounting Firm, the parties agree to engage the American Arbitration Association (“AAA”) to appoint the Independent Accounting Firm, and Seller and Purchaser will each initially pay half of any fee that the AAA charges in connection with such services. None of Seller or Purchaser or their respective representatives will have any ex parte communications or meetings with the Independent Accounting Firm concerning any matter arising under or related to this Agreement or any dispute referred to the Independent Accounting Firm pursuant to this Agreement without the prior written consent of Seller or Purchaser, as applicable. The Independent Accounting Firm shall determine any disputed items (and only the disputed items) within 30 thirty (30) days after they are submitted to it, and their decision for each disputed amount must be within the range of values assigned to each such item in the Adjustment Statement and the Agent’s statement of objections, respectively. If any disputed items are submitted to the Independent Accounting Firm for resolution, (i) the proceedings, if any, shall be held in a mutually agreed locationremotely by videoconference, conference call or other means of electronic communication, (ii) each party shall furnish to the Independent Accounting Firm such work papers and other documents and information relating to such objections as the Independent Accounting Firm may reasonably request and are available to that party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the determination of the matters in dispute and to discuss such determination with the Independent Accounting Firm, (iii) each of the parties shall assign a value to each disputed item and the Independent Accounting Firm shall determine each disputed item separately (based on the determination that most closely complies with the terms of this Agreement) but shall not assign a value to any disputed item that is greater than the greatest value for such disputed item assigned to it by either party or less than the smallest value for such disputed item assigned to it by either party, (iv) the Independent Accounting Firm shall make its calculation of the disputed items (and of the Closing Purchase Price based thereon) in accordance with this Agreement (and consistent with the applicable definitions set forth herein) and shall set forth such calculation in reasonable detail in a written notice and deliver such written notice to both parties, and such calculation shall (except in the case of Fraud or manifest error) be binding and conclusive on the parties and constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof. The Purchaser and Seller the Agent, on behalf of the Unitholders, shall each bear its own fees and expenses in connection with any such proceeding; provided, however, that the fees and expenses of the Independent Accounting Firm shall be borne by the Purchaser and Seller in inverse proportion as they may prevail the Agent (on matters resolved behalf of the Unitholders) based upon the percentage that the amount actually contested but not awarded to the Agent or the Purchaser, respectively, bears to the aggregate amount actually contested by the Independent Accounting FirmAgent and the Purchaser.

Accounting Dispute Resolution. If there are remaining disputes under Section 2.5(a1.4(a), Purchaser Purchaser, on the one hand, and the Seller Representative, on the other hand, shall submit the disputed items (and only the disputed items) for resolution to an independent independent, nationally recognized accounting or consulting firm mutually appointed by Purchaser Pxxxxxxxx and the Seller Representative (the “Independent Accounting Firm”), who shall determine and report to the parties Parties and such report shall be final, binding and conclusive on the parties Parties hereto. If the Purchaser and Seller cannot agree on the Independent Accounting Firm, the parties agree to engage the American Arbitration Association (“AAA”) to appoint the Independent Accounting Firm, and Seller and Purchaser will each initially pay half of any fee that the AAA charges in connection with such services. None of Seller or Purchaser or their respective representatives will have any ex parte communications or meetings with the Independent Accounting Firm concerning any matter arising under or related to this Agreement or any dispute referred to the Independent Accounting Firm pursuant to this Agreement without the prior written consent of Seller or Purchaser, as applicable. The Independent Accounting Firm shall determine any disputed items within 30 days after they such disputed items are submitted to itit or such longer time period as mutually agreed to by the Parties. If any disputed items are submitted to the Independent Accounting Firm for resolution, (i) the proceedings, if any, proceedings shall be held in a mutually agreed locationvirtually, (ii) each party shall furnish to the Independent Accounting Firm such work papers workpapers and other documents and information relating to such objections as the Independent Accounting Firm may reasonably request and are available to that party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the determination of the matters in dispute and to discuss such determination with the Independent Accounting Firm, (iii) each of the parties shall assign a value to each disputed item and the Independent Accounting Firm shall determine each disputed item separately (based on the determination that most closely complies with the terms of this Agreement) but shall not assign a value to any disputed item that is greater than the greatest value for such disputed item assigned to it by either party or less than the smallest value for such disputed item assigned to it by either party, party as set forth in the Objection Notice or the Post-Closing Statement and (iv) the Independent Accounting Firm shall make its calculation of the disputed items in accordance with this Agreement and shall set forth such calculation in reasonable detail in a written notice and deliver such notice to both partiesParties, and such calculation shall (except in the case of Fraud or manifest error) be binding and conclusive on the parties and constitute an arbitral award that is final, binding and unappealable Parties and upon which a judgment may be entered by a court having jurisdiction thereof. For the avoidance of doubt, the Independent Accounting Firm shall only resolve the disputed items submitted to the Independent Accounting Firm, and shall act as an expert and not an arbitrator. Purchaser and Seller the Selling Parties shall each bear its their own fees and expenses in connection with any such proceeding; provided, however, that the fees and expenses of the Independent Accounting Firm shall be borne allocated between Purchaser, on the one hand, and the Selling Parties, on the other hand, such that the amount paid by Purchaser bears the same proportion that the aggregate dollar amount unsuccessfully disputed by Purchaser bears to the total dollar amount of the disputed items that were submitted for resolution to the Independent Accounting Firm, and the Selling Parties shall pay the balance. For purposes of illustration only, if the impact on the Purchase Price set forth in the Post-Closing Statement of the items disputed would be $1,000 as calculated by Selling Parties and $900 as calculated by Purchaser and Seller in inverse proportion as they may prevail on matters resolved determined by the Independent Accounting FirmFirm the impact is $960, then the Selling Parties would bear forty percent (40%) of the fees of the Independent Accounting Firm and Purchaser would bear sixty percent (60%), because the amount disputed was $100 and the amount unsuccessfully disputed by Pxxxxxxxx was $40.