Common use of Calculation Disputes Clause in Contracts

Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination or arithmetic calculation under the Transaction Documents, including without limitation, calculating the Warrant Shares, Exercise Shares (as defined in the Warrant), Delivery Shares (as defined in the Warrant), Market Price (as defined in the Warrant), or VWAP (as defined in the Warrant) (each, a “Calculation”), the Company or the Purchaser (as the case may be) shall submit any disputed Calculation via email or facsimile with confirmation of receipt (i) within two (2) Trading Days after receipt of the applicable notice giving rise to such dispute to the Company or the Purchaser (as the case may be) or (ii) if no notice gave rise to such dispute, at any time after the Purchaser learned of the circumstances giving rise to such dispute. If the Purchaser and the Company are unable to agree upon such Calculation within two (2) Trading Days of such disputed Calculation being submitted to the Company or the Purchaser (as the case may be), then the Purchaser will promptly submit via email or facsimile the disputed Calculation to Unkar Systems Inc. (“Unkar Systems”). The Purchaser shall cause Unkar Systems to perform the Calculation and notify the Company and the Purchaser of the results no later than ten (10) Trading Days from the time it receives such disputed Calculation. Unkar Systems’ determination of the disputed Calculation shall be binding upon all parties absent demonstrable error. Unkar Systems’ fee for performing such Calculation shall be paid by the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined by Unkar Systems. In the event Company is the losing party, no extension of the Delivery Date (as defined in the Warrant) shall be granted and the Company shall incur all effects for failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents. Notwithstanding the foregoing, the Purchaser may, in its sole discretion, designate an independent, reputable investment bank or accounting firm other than Unkar Systems to resolve any such dispute and in such event, all references to “Unkar Systems” herein will be replaced with references to such independent, reputable investment bank or accounting firm so designated by the Purchaser.

Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination or arithmetic calculation under the Transaction Documents, including without limitation, calculating the Warrant SharesOutstanding Balance, Exercise Lender Conversion Price (as defined in the Note), Lender Conversion Shares (as defined in the WarrantNote), Delivery Installment Conversion Price, Installment Conversion Shares (as defined in the WarrantNote), Conversion Factor (as defined in the Note), Market Price (as defined in the WarrantNote), or VWAP (as defined in the WarrantNote) (each, a “Calculation”), the Company or the Purchaser Investor (as the case may be) shall submit any disputed Calculation via email or facsimile with confirmation of receipt (i) within two (2) Trading Days after receipt of the applicable notice giving rise to such dispute to the Company or the Purchaser Investor (as the case may be) or (ii) if no notice gave rise to such dispute, at any time after the Purchaser Investor learned of the circumstances giving rise to such dispute. If the Purchaser Investor and the Company are unable to agree upon such Calculation within two (2) Trading Days of such disputed Calculation being submitted to the Company or the Purchaser Investor (as the case may be), then the Purchaser Investor will promptly submit via email or facsimile the disputed Calculation to Unkar Systems Inc. (“Unkar Systems”). The Purchaser Investor shall cause Unkar Systems to perform the Calculation and notify the Company and the Purchaser Investor of the results no later than ten (10) Trading Days from the time it receives such disputed Calculation. Unkar Systems’ determination of the disputed Calculation shall be binding upon all parties absent demonstrable error. Unkar Systems’ fee for performing such Calculation shall be paid by the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined by Unkar Systems. In the event Company is the losing party, no extension of the Delivery Date (as defined in the WarrantNote) shall be granted and the Company shall incur all effects for failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents. Notwithstanding the foregoing, the Purchaser Investor may, in its sole discretion, designate an independent, reputable investment bank or accounting firm other than Unkar Systems to resolve any such dispute and in such event, all references to “Unkar Systems” herein will be replaced with references to such independent, reputable investment bank or accounting firm so designated by the PurchaserInvestor.

Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination or arithmetic calculation under the Transaction Documents, including without limitation, calculating the Warrant SharesOutstanding Balance, Exercise Lender Conversion Price, Lender Conversion Shares (as defined in the WarrantNote), Delivery Redemption Conversion Price, Redemption Conversion Shares (as defined in the WarrantNote), Market Price Conversion Factor (as defined in the WarrantNote), or VWAP (as defined in the WarrantNote) (each, a “Calculation”), the Company or the Purchaser Investor (as the case may be) shall submit any disputed Calculation via email or facsimile with confirmation of receipt (i) within two (2) Trading Days after receipt of the applicable notice giving rise to such dispute to the Company or the Purchaser Investor (as the case may be) or (ii) if no notice gave rise to such dispute, at any time after the Purchaser Investor learned of the circumstances giving rise to such dispute. If the Purchaser Investor and the Company are unable to agree upon such Calculation within two (2) Trading Days of such disputed Calculation being submitted to the Company or the Purchaser Investor (as the case may be), then the Purchaser will promptly Investor shall, within two (2) Trading Days, submit via email or facsimile the disputed Calculation to Unkar Systems Inc. (“Unkar Systems”). The Purchaser Company shall cause Unkar Systems to perform the Calculation and notify the Company and the Purchaser Investor of the results no later than ten (10) Trading Days from the time it receives such disputed Calculation. Unkar Systems’ determination of the disputed Calculation shall be binding upon all parties absent demonstrable error. Unkar Systems’ fee for performing such Calculation shall be paid by the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as reasonably determined by Unkar Systems. In the event Company is the losing party, no extension of the Delivery Date (as defined in the WarrantNote) shall be granted and the Company shall incur all effects for failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents. Notwithstanding the foregoing, the Purchaser Investor may, in its sole discretion, designate an independent, reputable investment bank or accounting firm other than Unkar Systems to resolve any such dispute and in such event, all references to “Unkar Systems” herein will be replaced with references to such independent, reputable investment bank or accounting firm so designated by the PurchaserInvestor.

Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination or arithmetic calculation under the Transaction Documents, including without limitation, calculating the Warrant Outstanding Balance, Market Price, Conversion Price, Conversion Shares, Exercise Shares (as defined in or the Warrant), Delivery Shares (as defined in the Warrant), Market Price (as defined in the Warrant), or VWAP (as defined in the WarrantNote) (eachcollectively, a “CalculationCalculations”), the Company or the Purchaser Investor (as the case may be) shall submit any the disputed Calculation determinations or arithmetic calculations (as the case may be) via email or facsimile with confirmation of receipt (ia) within two (2) Trading Days after receipt of the applicable notice giving rise to such dispute to the Company or the Purchaser Investor (as the case may be) or (iib) if no notice gave rise to such dispute, at any time after the Purchaser Investor learned of the circumstances giving rise to such dispute. If the Purchaser Investor and the Company are unable to agree upon such Calculation determination or calculation within two (2) Trading Days of such disputed Calculation determination or arithmetic calculation (as the case may be) being submitted to the Company or the Purchaser Investor (as the case may be), then the Purchaser will promptly Investor shall, within two (2) Trading Days, submit via email or facsimile the disputed Calculation to Unkar Systems Inc. (“Unkar Systems”). The Purchaser Company shall cause Unkar Systems to perform the Calculation determinations or calculations (as the case may be) and notify the Company and the Purchaser Investor of the results no later than ten (10) Trading Days from the time it receives such disputed Calculationdeterminations or calculations (as the case may be). Unkar Systems’ determination of the disputed Calculation shall be binding upon all parties absent demonstrable error. Unkar Systems’ fee for performing such Calculation shall be paid by the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined by Unkar Systems. In the event Company is the losing party, no extension of the Delivery Date (as defined in the Warrant) shall be granted and the Company shall incur all effects for failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents. Notwithstanding the foregoing, the Purchaser Investor may, in its sole discretion, designate an independent, reputable investment bank or accounting firm other than Unkar Systems to resolve any such dispute and in such event, all references to “Unkar Systems” herein will be replaced with references to such independent, reputable investment bank or accounting firm so designated by the PurchaserInvestor.

Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination or arithmetic calculation under the Transaction Documents, including without limitation, calculating the Warrant SharesOutstanding Balance, Exercise Lender Conversion Price, Lender Conversion Shares (as defined in the WarrantNote), Delivery Installment Conversion Price (as defined in the Note), Installment Conversion Shares (as defined in the WarrantNote), Market Price (as defined in the Warrant)Price, Conversion Shares, or the VWAP (as defined in the WarrantNote) (eachcollectively, a “CalculationCalculations”), the Company or the Purchaser Investor (as the case may be) shall submit any the disputed Calculation via email or facsimile with confirmation of receipt (ia) within two (2) Trading Days after receipt of the applicable notice giving rise to such dispute to the Company or the Purchaser Investor (as the case may be) or (iib) if no notice gave rise to such dispute, at any time after the Purchaser Investor learned of the circumstances giving rise to such dispute. If the Purchaser Investor and the Company are unable to agree upon such Calculation within two (2) Trading Days of such disputed Calculation being submitted to the Company or the Purchaser Investor (as the case may be), then the Purchaser will promptly Investor shall, within two (2) Trading Days, submit via email or facsimile the disputed Calculation to Unkar Systems Inc. (“Unkar Systems”). The Purchaser Company shall cause Unkar Systems to perform the Calculation and notify the Company and the Purchaser Investor of the results no later than ten (10) Trading Days from the time it receives such disputed Calculation. Unkar Systems’ determination of the disputed Calculation shall be binding upon all parties absent demonstrable error. Unkar Systems’ fee for performing such Calculation shall be paid by the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined by Unkar Systems. In the event Company is the losing party, no extension of the Delivery Date (as defined in the Warrant) shall be granted and the Company shall incur all effects for failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents. Notwithstanding the foregoing, the Purchaser Investor may, in its sole discretion, designate an independent, reputable investment bank or accounting firm other than Unkar Systems to resolve any such dispute and in such event, all references to “Unkar Systems” herein will be replaced with references to such independent, reputable investment bank or accounting firm so designated by the PurchaserInvestor.

Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any determination or arithmetic calculation under the Transaction Documents, including without limitation, calculating the Warrant Outstanding Balance, Market Price, Conversion Price, Conversion Shares, Exercise Shares (as defined in or the Warrant), Delivery Shares (as defined in the Warrant), Market Price (as defined in the Warrant), or VWAP (as defined in the WarrantNote) (eachcollectively, a “Calculation”"Calculations"), the Company or the Purchaser Investor (as the case may be) shall submit any the disputed Calculation determinations or arithmetic calculations (as the case may be) via email or facsimile with confirmation of receipt (ia) within two (2) Trading Days after receipt of the applicable notice giving rise to such dispute to the Company or the Purchaser Investor (as the case may be) or (iib) if no notice gave rise to such dispute, at any time after the Purchaser Investor learned of the circumstances giving rise to such dispute. If the Purchaser Investor and the Company are unable to agree upon such Calculation determination or calculation within two (2) Trading Days of such disputed Calculation determination or arithmetic calculation (as the case may be) being submitted to the Company or the Purchaser Investor (as the case may be), then the Purchaser will promptly Investor shall, within two (2) Trading Days, submit via email or facsimile the disputed Calculation to Unkar Systems Inc. (“"Unkar Systems”"). The Purchaser Company shall cause Unkar Systems to perform the Calculation determinations or calculations (as the case may be) and notify the Company and the Purchaser Investor of the results no later than ten (10) Trading Days from the time it receives such disputed Calculationdeterminations or calculations (as the case may be). Unkar Systems’ ' determination of the disputed Calculation shall be binding upon all parties absent demonstrable error. Unkar Systems’ ' fee for performing such Calculation shall be paid by the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined by Unkar Systems. In the event Company is the losing party, no extension of the Delivery Date (as defined in the Warrant) shall be granted and the Company shall incur all effects for failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents. Notwithstanding the foregoing, the Purchaser Investor may, in its sole discretion, designate an independent, reputable investment bank or accounting firm other than Unkar Systems to resolve any such dispute and in such event, all references to “"Unkar Systems” " herein will be replaced with references to such independent, reputable investment bank or accounting firm so designated by the PurchaserInvestor.