Common use of Challenge to Good Faith Determination Clause in Contracts

Challenge to Good Faith Determination. Whenever the Board of Directors is required or permitted to make a determination of fair market value under this Warrant, the Holder may challenge or dispute such determination. If the Holder wishes to challenge or dispute any such fair market value determination, it shall furnish written notice to the Company of its intention to do so. If the Company and the Holder cannot resolve the dispute between or among themselves, then such dispute shall be submitted for final determination to an independent certified public accounting firm pursuant to the procedures set forth in the last paragraph of the definition of Fair Market Value. All fees, costs and expenses incurred by the Company and the Holder in connection with any such determination, and any challenge or dispute thereof, shall be paid by the Company; provided, however, that the Company and the Holder shall share equally all such fees, costs and expenses if, after the Holder delivers a Dispute Notice to the Company, the difference between (a) the fair market value as determined pursuant to the procedures set forth in the last paragraph of the definition of Fair Market Value and (b) fair market value as determined by the Board of Directors is less than five percent (5.0%) of the fair market value determined by the Board of Directors.