Common use of Tax Dispute Resolution Mechanism Clause in Contracts

Tax Dispute Resolution Mechanism. Any dispute among the parties involving Taxes arising under this Agreement shall be resolved as follows: (i) the parties will in good faith attempt to negotiate a prompt resolution of the dispute; (ii) if the parties are unable to negotiate a resolution of the dispute within thirty (30) days, the dispute will be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Sellers and the Buyer (the “Tax Dispute Accountants”); (iii) the Tax Dispute Accountants shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law and the provisions of this Agreement, within thirty (30) days after the parties have submitted the dispute to the Tax Dispute Accountants, whose decision shall be final, conclusive and binding on the parties, absent fraud or manifest error; (iv) any payment to be made as a result of the resolution of a dispute shall be made, and any other action taken as a result of the resolution of a dispute shall be taken, on or before the fifth (5th) Business Day following the date on which the dispute is resolved (except that if the resolution requires the filing of an amended Tax Return, such amended Tax Return shall be filed within thirty (30) Business Days following the date on which the dispute is resolved); and (v) the fees and expenses of the Tax Dispute Accountants shall be paid one-half by the Buyer and one-half by the Seller.

Tax Dispute Resolution Mechanism. Any dispute among the parties involving Taxes arising under this Agreement shall be resolved as follows: (i) the parties will in good faith attempt to negotiate a prompt resolution of the dispute; (ii) if the parties are unable to negotiate a resolution of the dispute within thirty (30) 30 days, the dispute will be submitted to the national office of Deloitte & Touche LLP or, if such firm is unwilling or unable to serve, a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Sellers Seller and the Buyer Purchaser (the “"Tax Dispute Accountants”"); (iii) the Tax Dispute Accountants shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law law and the provisions of this Agreement, within thirty (30) 30 days after the parties have submitted the dispute to the Tax Dispute Accountants, whose decision shall be final, conclusive and binding on the parties, absent fraud or manifest error; (iv) any payment to be made as a result of the resolution of a dispute shall be made, and any other action taken as a result of the resolution of a dispute shall be taken, on or before the fifth (5th) Business Day following the date on which the dispute is resolved (except that if the resolution requires the filing of an amended Tax Return, such amended Tax Return shall be filed within thirty (30) Business Days following the date on which the dispute is resolved); and (v) the fees and expenses of the Tax Dispute Accountants shall in resolving a dispute will be paid one-half borne by the Buyer Seller and one-half the Purchaser in inverse proportion as they may prevail on the issues resolved by the SellerTax Dispute Accountants, which inverse proportionate allocation shall also be determined by the Tax Dispute Accountants at the time the determination of the Tax Dispute Accountants is rendered on the merits of the issues submitted.

Tax Dispute Resolution Mechanism. Any dispute among the parties involving Taxes arising under this Agreement shall be resolved as follows: (i) the parties will in good faith attempt to negotiate a prompt resolution of the dispute; (ii) if the parties are unable to negotiate a resolution of the dispute within thirty (30) 30 days, the dispute will be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Sellers and the Buyer Purchaser (the “Tax Dispute Accountants”); (iii) the Tax Dispute Accountants shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law law and the provisions of this Agreement, within thirty (30) 30 days after the parties have submitted the dispute to the Tax Dispute Accountants, whose decision shall be final, conclusive and binding on the parties, absent fraud or manifest error; (iv) any payment to be made as a result of the resolution of a dispute shall be made, and any other action taken as a result of the resolution of a dispute shall be taken, on or before the fifth (5th) Business Day following the date on which the dispute is resolved (except that if the resolution requires the filing of an amended Tax Return, such amended Tax Return shall be filed within thirty (30) Business Days following the date on which the dispute is resolved); and (v) the fees and expenses of the Tax Dispute Accountants shall in resolving a dispute will be paid one-half borne by the Buyer Sellers and one-half the Purchaser in inverse proportion as they may prevail on the issues resolved by the SellerTax Dispute Accountants, which inverse proportionate allocation shall also be determined by the Tax Dispute Accountants at the time the determination of the Tax Dispute Accountants is rendered on the merits of the issues submitted.

Tax Dispute Resolution Mechanism. Any In case of any dispute among the parties involving Taxes arising under with respect to matters set forth in this Agreement Article XV, such dispute shall be resolved as follows: (ia) either party shall provide a “Notice of Dispute” to the other party setting forth in reasonable detail the issue to be resolved pursuant to this Section 15.14; (b) the parties will shall in good faith attempt to negotiate a prompt resolution settlement of the dispute; (iic) if the parties are unable to negotiate a resolution of the dispute within thirty (30) daysbusiness days from the receipt of a Notice of Dispute, the dispute will shall be submitted to the national office a senior tax partner of a firm of KPMG LLP or other independent accountants of nationally recognized standing reasonably satisfactory to the Sellers and the Buyer Purchasers to be chosen within fifteen (15) business days after notification from KPMG LLP that he or she is unwilling or unable to serve (the “Tax Dispute AccountantsAccountant”); (iiid) the parties shall present their arguments to the Tax Dispute Accountant within fifteen (15) business days after submission of the dispute to the Tax Dispute Accountant; (e) the Tax Dispute Accountants Accountant shall resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax Law and the provisions of this Agreementlaw, within thirty (30) business days after the parties have submitted the dispute presented their arguments to the Tax Dispute AccountantsAccountant, whose decision shall be final, conclusive and binding on the parties, absent fraud or manifest error; and (ivf) any payment to be made as a result of the resolution of a dispute shall be made, and any other action to be taken as a result of the resolution of a dispute shall be taken, on or before the fifth later of (5thi) Business Day the date on which such payment or action would otherwise be required, or (ii) the third business day following the date on which the dispute is resolved (except that if in the resolution requires case of a dispute resolved by the filing of an amended Tax ReturnDispute Accountant, such amended Tax Return shall be filed within thirty (30) Business Days following date being the date on which the dispute is resolvedparties receive written notice from the Tax Dispute Accountant of their resolution); and (v) the . The fees and expenses of the Tax Dispute Accountants Accountant in resolving a dispute shall be paid one-half borne by the Buyer and one-half by party against whom the SellerTax Dispute Accountant resolves the dispute.

Tax Dispute Resolution Mechanism. Any dispute among the parties Parties involving Taxes arising under this Agreement shall be resolved as follows: (ia) the parties Parties will in good faith attempt to negotiate a prompt resolution of the dispute; (iib) if the parties Parties are unable to negotiate a resolution of the dispute within thirty (30) days, the dispute will be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Sellers and the Buyer (the “Tax Dispute Accountants”)an Accounting Arbitrator; (iiic) the Tax Dispute Accountants Accounting Arbitrator shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law and the provisions of this Agreement, within thirty (30) days after the parties Parties have submitted the dispute to the Tax Dispute AccountantsAccounting Arbitrator, whose decision shall be final, conclusive and binding on the partiesParties, absent fraud or manifest error; (ivd) any payment to be made as a result of the resolution of a dispute shall be made, and any other action taken as a result of the resolution of a dispute shall be taken, on or before the fifth (5th) Business Day day following the date on which the dispute is resolved (except that if the resolution requires the filing of an amended Tax Return, such amended Tax Return shall be filed within thirty (30) Business Days days following the date on which the dispute is resolved); and (ve) the fees and expenses of the Tax Dispute Accountants Accounting Arbitrator shall be paid one-half fifty percent (50%) by Buyer and fifty percent (50%) by the Buyer and one-half by the SellerSecurityholders.

Tax Dispute Resolution Mechanism. Any dispute among the parties involving Taxes arising under this Agreement shall be resolved as follows: (i) the parties will in good faith attempt to negotiate a prompt resolution of the dispute; (ii) if the parties are unable to negotiate a resolution of the dispute within thirty (30) 30 days, the dispute will be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Sellers Shareholder and the Buyer Purchaser (the “"Tax Dispute Accountants”"); (iii) the Tax Dispute Accountants shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law law and the provisions of this Agreement, within thirty (30) 30 days after the parties have submitted the dispute to the Tax Dispute Accountants, whose decision shall be final, conclusive and binding on the parties, absent fraud or manifest error; (iv) any payment to be made as a result of the resolution of a dispute shall be made, made and any other action taken as a result of the resolution of a dispute shall be taken, on or before the fifth (5th) Business Day following the date on which the dispute is resolved (except that if the resolution requires the filing of an amended Tax Return, such amended Tax Return shall be filed within thirty (30) Business Days business day following the date on which the dispute is resolved); and (v) the fees and expenses of the Tax Dispute Accountants shall in resolving a dispute will be paid one-half borne by the Buyer Shareholder and one-half the Purchaser in inverse proportion as they may prevail on the issues resolved by the SellerTax Dispute Accountants, which inverse proportionate allocation shall also be determined by the Tax Dispute Accountants at the time the determination of the Tax Dispute Accountants is rendered on the merits of the issues submitted.

Tax Dispute Resolution Mechanism. Any dispute among the parties involving Taxes arising under this Agreement shall be resolved as follows: (i) the parties will in good faith attempt to negotiate a prompt resolution of the dispute; (ii) if the parties are unable to negotiate a resolution of the dispute within thirty (30) 30 days, the dispute will be submitted to the national office of a PricewaterhouseCoopers LLP or another firm of independent accountants of nationally recognized standing reasonably satisfactory to the Sellers Seller and the Buyer Purchaser (the “Tax Dispute Accountants”); (iii) the Tax Dispute Accountants shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law law and the provisions of this Agreement, within thirty (30) 30 days after the parties have submitted the dispute to the Tax Dispute Accountants, whose decision shall be final, conclusive and binding on the parties, absent fraud or manifest error; (iv) any payment to be made as a result of the resolution of a dispute shall be made, and any other action taken as a result of the resolution of a dispute shall be taken, on or before the fifth (5th) Business Day following the date on which the dispute is resolved (except that if the resolution requires the filing of an amended Tax Return, such amended Tax Return shall be filed within thirty (30) Business Days following the date on which the dispute is resolved); and (v) the fees and expenses of the Tax Dispute Accountants shall in resolving a dispute will be paid one-half borne by the Buyer Seller and one-half the Purchaser in inverse proportion as they may prevail on the issues resolved by the SellerTax Dispute Accountants, which inverse proportionate allocation shall also be determined by the Tax Dispute Accountants at the time the determination of the Tax Dispute Accountants is rendered on the merits of the issues submitted.

Tax Dispute Resolution Mechanism. Any dispute among the parties involving Taxes arising under this Agreement shall be resolved as follows: (i) the parties will in good faith attempt to negotiate a prompt resolution of the dispute; (ii) if the parties are unable to negotiate a resolution of the dispute within thirty (30) days, the dispute will be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Sellers PDC and the Buyer Purchaser (the “Tax Dispute Accountants”); (iii) the Tax Dispute Accountants shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law law and the provisions of this Agreement, within thirty (30) days after the parties have submitted the dispute to the Tax Dispute Accountants, whose decision shall be final, conclusive and binding on the parties, absent fraud or manifest error; (iv) any payment to be made as a result of the resolution of a dispute shall be made, and any other action taken as a result of the resolution of a dispute shall be taken, on or before the fifth (5th) Business Day following the date on which the dispute is resolved (except that if the resolution requires the filing of an amended Tax Return, such amended Tax Return shall be filed within thirty (30) Business Days following the date on which the dispute is resolved); and (v) the fees and expenses of the Tax Dispute Accountants shall in resolving a dispute will be paid one-half borne by the Buyer Sellers and one-half the Purchaser in inverse proportion as they may prevail on the issues resolved by the SellerTax Dispute Accountants, which inverse proportionate allocation shall also be determined by the Tax Dispute Accountants at the time the determination of the Tax Dispute Accountants is rendered on the merits of the issues submitted.

Tax Dispute Resolution Mechanism. Any dispute among the parties Parties involving Taxes arising under this Agreement shall be resolved as follows: (i) the parties Parties will in good faith attempt to negotiate a prompt resolution of the dispute; (ii) if the parties Parties are unable to negotiate a resolution of the dispute within thirty (30) days, the dispute will be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Sellers and the Buyer (the “Tax Dispute Accountants”)an Accounting Arbitrator; (iii) the Tax Dispute Accountants Accounting Arbitrator shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law and the provisions of this Agreement, within thirty (30) days after the parties Parties have submitted the dispute to the Tax Dispute AccountantsAccounting Arbitrator, whose decision shall be final, conclusive and binding on the partiesParties, absent fraud or manifest error; (iv) any payment to be made as a result of the resolution of a dispute shall be made, and any other action taken as a result of the resolution of a dispute shall be taken, on or before the fifth (5th) Business Day day following the date on which the dispute is resolved (except that if the resolution requires the filing of an amended Tax Return, such amended Tax Return shall be filed within thirty (30) Business Days days following the date on which the dispute is resolved); ) and (v) the fees and expenses of the Tax Dispute Accountants Accounting Arbitrator shall be paid one-half 50% by the Buyer and one-half 50% by the Seller.

Tax Dispute Resolution Mechanism. Any dispute among the parties involving Taxes arising under this Agreement shall be resolved as follows: (i) the parties will in good faith attempt to negotiate a prompt resolution of the dispute; (ii) if the parties are unable to negotiate a resolution of the dispute within thirty (30) days, the dispute will be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Sellers and the Buyer (the “Tax Dispute Accountants”); (iii) the Tax Dispute Accountants shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law and the provisions of this Agreement, within thirty (30) days after the parties have submitted the dispute to the Tax Dispute Accountants, whose decision shall be final, conclusive and binding on the parties, absent fraud or manifest error; (iv) any payment to be made as a result of the resolution of a dispute shall be made, and any other action taken as a result of the resolution of a dispute shall be taken, on or before the fifth (5th) Business Day following the date on which the dispute is resolved (except that if the resolution requires the filing of an amended Tax Return, such amended Tax Return shall be filed within thirty (30) Business Days following the date on which the dispute is resolved); and (v) the fees and expenses of the Tax Dispute Accountants shall be paid one-half by the Buyer and one-half by the SellerSellers. The Indemnity Escrow Fund shall be the sole source of recovery for claims for indemnification under Section 9.06.

Tax Dispute Resolution Mechanism. Any dispute among the parties involving Taxes arising under this Agreement shall be resolved as follows: (i) the parties will in good faith attempt to negotiate a prompt resolution of the dispute; , (ii) if the parties are unable to negotiate a resolution of the dispute within thirty (30) 30 days, the dispute will be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Sellers Shareholder and the Buyer Parent (the “Tax Dispute Accountants”); , (iii) the Tax Dispute Accountants shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law law and the provisions of this Agreement, within thirty (30) 30 days after the parties have submitted the dispute to the Tax Dispute Accountants, whose decision shall be final, conclusive and binding on the parties, absent fraud or manifest error; , (iv) any payment to be made as a result of the resolution of a dispute shall be made, and any other action taken as a result of the resolution of a dispute shall be taken, on or before the fifth (5th) Business Day following the date on which the dispute is resolved (except that if the resolution requires the filing of an amended Tax Returnresolved, such amended Tax Return shall be filed within thirty (30) Business Days following the date on which the dispute is resolved); and (v) the fees and expenses of the Tax Dispute Accountants shall in resolving a dispute will be paid one-half borne by the Buyer Shareholder and one-half the Parent in inverse proportion as they may prevail on the issues resolved by the SellerTax Dispute Accountants, which inverse proportionate allocation shall also be determined by the Tax Dispute Accountants at the time the determination of the Tax Dispute Accountants is rendered on the merits of the issues submitted.