Common use of Mutual Resolution Clause in Contracts

Mutual Resolution. If the Stockholders' Representative so objects to a Tax Indemnified Claim, Lifecodes and the Stockholders' Representative shall use their best efforts to attempt in good faith to resolve such Tax Indemnified Claim in an expedited manner. Each such party shall cooperate in furnishing, or providing access to, all available documents or other evidence relevant to such Tax Indemnified Claim, except any privileged evidence or materials specially prepared to support such Tax Indemnified Claim against the Stockholders or to support the Stockholders' defense in respect of such Tax Indemnified Claim against Lifecodes, as the case may be. To the extent the amount of such Tax Indemnified Claim is not finally resolved within thirty (30) days after such objection, the disputed portion of such Tax Indemnified Claim shall be submitted to arbitration for final settlement pursuant to Section 6 below. To the extent the amount of a Tax Indemnified Claim is finally resolved, Lifecodes and the Stockholders' Representative shall sign a written statement setting forth such amount and submit such statement to the Escrow Agent. Lifecodes shall then be entitled to receive payment of such amount from the Tax Escrow Amount. The difference between the amount set forth in the applicable Claim Notice and the amount set forth in such statement shall be retained by the Escrow Agent for distribution pursuant to Section 5(b) below.

Mutual Resolution. If the Stockholders' Representative so objects to a Tax General Indemnified Claim, Lifecodes and the Stockholders' Representative shall use their best efforts to attempt in good faith to resolve such Tax General Indemnified Claim in an expedited manner. Each such party shall cooperate in furnishing, or providing access to, all available documents or other evidence relevant to such Tax General Indemnified Claim, except any privileged evidence or materials specially prepared to support such Tax General Indemnified Claim against the Stockholders or to support the Stockholders' defense in respect of such Tax General Indemnified Claim against Lifecodes, as the case may be. To the extent the amount of such Tax General Indemnified Claim is not finally resolved within thirty (30) days after such objection, the disputed portion of such Tax General Indemnified Claim shall be submitted for to arbitration for final settlement pursuant to Section 6 below. To the extent the amount of a Tax General Indemnified Claim is finally resolved, Lifecodes and the Stockholders' Representative shall sign a written statement setting forth such amount amount, if any, and submit such statement to the Escrow Agent. Lifecodes shall then be entitled to receive payment of such amount amount, if any, from the Tax General Escrow Amount. The difference between the amount set forth in the applicable Claim Notice and the amount set forth in such statement shall be retained by the Escrow Agent for distribution pursuant to Section 5(b) below.