Common use of Reconciliation Procedures Clause in Contracts

Reconciliation Procedures. In the event that Xxxxx Inc. and SGASH are unable to resolve a disagreement within the relevant period designated in this Agreement, the matter shall be submitted for determination to a nationally recognized expert in the particular area of disagreement mutually acceptable to both Parties. The expert shall be employed by a nationally recognized accounting firm or a law firm, and the expert shall not, and the firm that employs the expert shall not, have any material relationship with either Xxxxx Inc. or SGASH or other actual or potential conflict of interest. If the matter is not resolved before any payment that is the subject of a disagreement is due or any Tax Return reflecting the subject of a disagreement is due, such payment shall be made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by Xxxxx Inc. or its affiliate, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such expert or amending any return shall be borne by the Party who did not have the prevailing position, or if a compromise is reached by Xxxxx Inc. and SGASH, the costs and expenses shall be borne equally by the Parties. The expert shall determine which Party prevails. The determinations of the expert pursuant to this Section 17 shall be binding on the Parties absent manifest error.

Reconciliation Procedures. In the event that Xxxxx Inc. and SGASH one or more Parties are unable to resolve a disagreement within the relevant period designated in this Agreement, the matter shall be submitted for determination to a nationally recognized expert in the particular area of disagreement mutually acceptable to both Parties. The expert shall be employed by a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), which expert is mutually acceptable to all affected Parties and the Audit Committee. After a matter has been submitted to an expert shall notfor resolution, and the firm that employs the expert shall not, have any material relationship with either Xxxxx Inc. or SGASH or other actual or potential conflict of interestwill use its reasonable best efforts to resolve the matter within 30 calendar days. If the matter is not resolved before any payment that is the subject of a disagreement is due or any Tax Return reflecting the subject of a disagreement is due, such payment shall be made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by Xxxxx NCM Inc. or its affiliateother Relevant NCM Taxpayer, subject to potential adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such the expert or amending any return shall be borne by the Party who that did not have the prevailing position, or if a compromise is reached by Xxxxx Inc. and SGASHthe expert or by the affected Parties prior to a resolution by the expert, the costs and expenses shall will be borne equally by the affected Parties. The expert shall determine which Party prevails. The determinations of the expert pursuant to this Section 17 7.09 shall be binding on the affected Parties absent manifest error.

Reconciliation Procedures. In the event that Xxxxx Inc. and SGASH one or more Parties are unable to resolve a disagreement within the relevant period designated in this Agreement, the matter shall be submitted for determination to a nationally recognized expert in the particular area of disagreement mutually acceptable to both Parties. The expert shall be employed by a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), which expert is mutually acceptable to all affected Parties and the Audit Committee. After a matter has been submitted to an expert shall notfor resolution, and the firm that employs the expert shall not, have any material relationship with either Xxxxx Inc. or SGASH or other actual or potential conflict of interestwill use its reasonable best efforts to resolve the matter within 30 calendar days. If the matter is not resolved before any payment that is the subject of a disagreement is due or any Tax Return reflecting the subject of a disagreement is due, such payment shall be made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by Xxxxx NCM Inc. or its affiliateother Relevant NCM Taxpayer, subject to potential adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such the expert or amending any return shall be borne by the Party who that did not have the prevailing position, or if a compromise is reached by Xxxxx Inc. and SGASHthe expert or by the affected Parties prior to a resolution by the expert, the costs and expenses shall will be borne equally by the affected Parties. The expert shall determine which Party prevails. The determinations of the expert pursuant to this Section 17 7.09 shall be binding on the affected Parties absent manifest error.