Common use of Resolution by Parties Clause in Contracts

Resolution by Parties. If a Notice of Dispute is properly given, the Parent and the Shareholders agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If the Parent and the Shareholders shall not reach such resolution within 30 days following receipt by the Parent of a properly given Notice of Dispute, KPMG Peat Marwick LLP (the "Accountants") shall resolve such dispute within 30 days after its submission to them. The Parent and the Shareholders (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Accountants) or the Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.

Resolution by Parties. If a Notice of Dispute is properly --------------------- given, the Parent and the Shareholders agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If the Parent and the Shareholders shall not reach such resolution within 30 days following receipt by the Parent of a properly given Notice of Dispute, KPMG Peat Marwick LLP (the "Accountants") shall resolve ----------- such dispute within 30 days after its submission to them. The Parent and the Shareholders (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Accountants) or the Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.

Resolution by Parties. If a Notice of Dispute is properly --------------------- given, the Parent and the Shareholders agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If the Parent and the Shareholders shall not reach such resolution within 30 days following receipt by the Parent of a properly given Notice of Dispute, KPMG Peat Marwick LLP the dispute shall be referred to Deloitte & Touche (the "Neutral Accountants") ), who shall resolve such dispute within 30 days after its ------------------- submission to them. The Parent and the Shareholders (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Neutral Accountants) or the Neutral Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Final Merger Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.

Resolution by Parties. If a Notice of Dispute is properly given, the Parent and the Shareholders agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If the Parent and the Shareholders shall not reach such resolution within 30 days following receipt by the Parent of a properly given Notice of Dispute, the dispute shall be referred to the KPMG Peat Marwick LLP (the "Accountants") ), who shall resolve such dispute within 30 days after its submission to them. The Parent and the Shareholders (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Accountants) or the Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Preferred Stock Amount, the Final Per Share Common Stock Amount and the Total Final Merger Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.

Resolution by Parties. If a Notice of Dispute is properly --------------------- given, the Parent and the Shareholders agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If the Parent and the Shareholders shall not reach such resolution within 30 days following receipt by the Parent of a properly given Notice of Dispute, the dispute shall be referred to the KPMG Peat Marwick LLP (the "Accountants") ), who shall resolve such dispute within 30 days after its submission to them. The Parent and the Shareholders (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Accountants) or the Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Merger Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.

Resolution by Parties. If a Notice of Dispute is properly --------------------- given, the Parent and the Shareholders agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If the Parent and the Shareholders shall not reach such resolution within 30 days following receipt by the Parent of a properly given Notice of Dispute, KPMG Peat Marwick LLP Xxxxxx Xxxxxxxx (the "Accountants") shall resolve such ----------- dispute within 30 days after its submission to them. The Parent and the Shareholders (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Accountants) or the Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.

Resolution by Parties. If a Notice of Dispute is properly --------------------- given, the Parent and the Shareholders Shareholder agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If the Parent and the Shareholders Shareholder shall not reach such resolution within 30 days following receipt by the Parent of a properly given Notice of Dispute, KPMG Peat Marwick LLP (the "Accountants") shall resolve such ----------- dispute within 30 days after its submission to them. The Parent and the Shareholders Shareholder (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Accountants) or the Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.

Resolution by Parties. If a Notice of Dispute is properly given, the Parent and the Shareholders agree to shall negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If the Parent and the Shareholders shall not reach such resolution within 30 days following receipt by the Parent of a properly given Notice of Dispute, KPMG Peat Marwick LLP (the "Accountants") shall resolve such dispute within 30 days after its submission to them. The Parent and the Shareholders (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Accountants) or the Accountants (if a dispute is resolved by them) shall set forth such resolution in writing writing, and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.

Resolution by Parties. If a Notice of Dispute is properly given, the Parent and the Shareholders agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If the Parent and the Shareholders shall not reach such resolution within 30 days following receipt by the Parent of a properly given Notice of Dispute, the dispute shall be referred to KPMG Peat Marwick LLP (the "Accountants") ), who shall resolve such dispute within 30 days after its submission to them. The Parent and the Shareholders (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Accountants) or the Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Final Merger Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.

Resolution by Parties. If a Notice of Dispute is properly given, the Parent and the Shareholders Shareholder agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If the Parent and the Shareholders Shareholder shall not reach such resolution within 30 days following receipt by the Parent of a properly given Notice of Dispute, KPMG Peat Marwick LLP the dispute shall be referred to Ernst & Young (the "Accountants") ), who shall resolve such dispute within 30 days after its submission to them. The Parent and the Shareholders Shareholder (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Accountants) or the Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Final Merger Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.

Resolution by Parties. If a Notice of Dispute is properly given, the Parent and the Shareholders agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If the Parent and the Shareholders shall not reach such resolution within 30 10 days following receipt by the Parent of a properly given Notice of Dispute, KPMG Peat Marwick LLP Ernst & Young, L.L.P. (the "Accountants") shall resolve such dispute within 30 days after its submission to them. The Parent and the Shareholders (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Accountants) or the Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.

Resolution by Parties. If a Notice of Dispute is properly --------------------- given, the Parent and the Shareholders agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If the Parent and the Shareholders shall not reach such resolution within 30 days following receipt by the Parent of a properly given Notice of Dispute, the dispute shall be referred to KPMG Peat Marwick LLP (the "Accountants") ), who shall resolve such dispute within 30 days after its submission to them. The Parent and the Shareholders (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Accountants) or the Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Merger Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.

Resolution by Parties. If a Notice of Dispute is properly --------------------- given, the Parent and the Shareholders agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If the Parent and the Shareholders shall not reach such resolution within 30 days following receipt by the Parent of a properly given Notice of Dispute, KPMG Peat Marwick the dispute shall be referred to Ernst & Young LLP (the "Resolution Accountants") ), who shall resolve such dispute within 30 days after ---------------------- its submission to them. The Parent and the Shareholders (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Resolution Accountants) or the Resolution Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.