Common use of Tax Dispute Resolution Mechanism Clause in Contracts

Tax Dispute Resolution Mechanism. If there is a dispute between the Buyer and GMI regarding any of the matters contained in Section 1.5 hereof or in this Article VII or the interpretation of any other provision of this Agreement relating to Taxes, such dispute shall be resolved as follows: (i) the parties will in good faith attempt to negotiate a settlement of the dispute, (ii) if the parties are unable to negotiate a resolution of the dispute within 30 days of the commencement of the dispute, the dispute will be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to GMI and the Buyer (the "TAX DISPUTE ACCOUNTANTS"), (iii) the parties will present their arguments to the Tax Dispute Accountants within 15 days after submission of the dispute to the Tax Dispute Accountants, (iv) the Tax Dispute Accountants will resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax law, within 30 days after the parties have presented their arguments to the Tax Dispute Accountants, which decision shall be final, conclusive and binding on the parties, (v) 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 later of (A) the date on which such payment or action would otherwise be required or (B) the third business day following the date on which the dispute is resolved (in the case of a dispute resolved by the Tax Dispute Accountants, such date being the date on which the parties receive written notice from the Tax Dispute Accountants of their resolution) and (vi) the fees and expenses of the Tax Dispute Accountants in resolving a dispute will be borne equally by GMI and the Buyer.

Tax Dispute Resolution Mechanism. If there is Wherever in this Agreement it shall be provided that a dispute between shall be resolved pursuant to the Buyer and GMI regarding any of the matters contained in Section 1.5 hereof or in this Article VII or the interpretation of any other provision of this Agreement relating to Taxes, "Tax Dispute Resolution Mechanism," such dispute shall be resolved as follows: (ia) the parties will in good faith attempt to negotiate a prompt settlement of the dispute, ; (iib) if the parties are unable to negotiate a resolution of the dispute within 30 days of the commencement of the dispute15 days, the dispute will be submitted to the national New York office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to GMI VK/AC and MGI (or, if VK/AC and MGI do not agree on such a firm, then a firm chosen by the Buyer Arbitration and Mediation Committee of the New York Society of Certified Public Accountants) (the "TAX DISPUTE ACCOUNTANTSTax Dispute Accountants"), ; (iiic) the parties will present their arguments and submit the proposed amount of each item in dispute to the Tax Dispute Accountants within 15 10 days after submission of the dispute to the Tax Dispute Accountants, ; (ivd) the Tax Dispute Accountants will Accountants, whose decision shall be final, conclusive and binding on the parties, shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Income Tax law and the applicable Tax lawprovisions of this Agreement, by selecting, for each item in dispute, the proposed amount for such item submitted by one party or the other party within 30 15 days after the parties have presented their arguments to the Tax Dispute Accountants; (e) notwithstanding any other provision of this Agreement, which decision shall be final, conclusive and binding on the parties, (v) 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 later of (Ai) the date on which such payment or action would otherwise be required or (Bii) the third business day following the date on which the dispute is resolved (in the case of a dispute resolved by the Tax Dispute Accountants, such date being the date on which the parties receive written notice from the Tax Dispute Accountants of their resolution) and (vi) the fees and expenses of the Tax Dispute Accountants in resolving a dispute will be borne equally by GMI and the Buyer.Dispute

Tax Dispute Resolution Mechanism. If there is Wherever in this Agreement it shall be provided that a dispute between shall be resolved pursuant to the Buyer and GMI regarding any of the matters contained in Section 1.5 hereof or in this Article VII or the interpretation of any other provision of this Agreement relating to Taxes, "Tax Dispute Resolution Mechanism," such dispute shall be resolved as follows: (i) the parties will in good faith attempt to negotiate a settlement of the dispute, (ii) if the parties are unable to negotiate a resolution of the dispute within 30 days of the commencement of the dispute15 days, the dispute will be submitted to Xxxxxx Xxxxxxxx, LLP, whom the national office parties acknowledge shall not provide at the time of a firm of retention, and shall not have provided in the three years prior thereto, services to the Seller, the Purchaser or the Company or other independent accountants of nationally recognized standing reasonably satisfactory to GMI the Seller and the Buyer Purchaser (the "TAX DISPUTE ACCOUNTANTSTax Dispute Accountants"), ) (iii) the parties will present their arguments to the Tax Dispute Accountants within 15 days after submission of the dispute to the Tax Dispute Accountants, (iv) the Tax Dispute Accountants will resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax lawlaw and the provisions of this Agreement, within 30 15 days after the parties have presented their arguments to the Tax Dispute Accountants, which whose decision shall be final, conclusive and binding on the parties, (v) 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 later earlier of (A) the date on which such payment or action would otherwise be required or (B) the third business day following the date on which the dispute is resolved (in the case of a dispute resolved by the Tax Dispute Accountants, such date being the date on which the parties receive written notice from the Tax Dispute Accountants of their resolution), provided that if a dispute with respect to an item in a Tax Return shall not be resolved on or before the date that is three business days prior to the latest date on which such Tax Return may be filed under applicable Tax law, then (x) the party having the responsibility for filing such Tax Return pursuant to Section 4.6(c) shall file such Tax Return reflecting all disputed items that have been resolved in the manner so resolved, and reflecting all unresolved disputed items in the manner proposed by such party, and shall, upon the resolution of all such unresolved disputed items, file an amended Tax Return reflecting the resolution thereof in the manner so resolved, and (y) the party who is not responsible for filing such Tax Return shall (or shall cause to) execute such Tax Return if such execution is reasonably necessary for such Tax Return to be effective and (vi) the fees and expenses of the Tax Dispute Accountants in resolving a dispute will be borne equally by GMI the Seller and the BuyerPurchaser.

Tax Dispute Resolution Mechanism. If there is a Any dispute between among the Buyer and GMI regarding any of the matters contained in Section 1.5 hereof or in this Article VII or the interpretation of any other provision of Parties involving Taxes arising under this Agreement relating to Taxes, such dispute shall be resolved as follows: (i) the parties Parties will in good faith attempt to negotiate a settlement prompt resolution of the dispute, ; (ii) if the parties Parties are unable to negotiate a resolution of the dispute within 30 days of the commencement of the disputethirty (30) days, the dispute will be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to GMI Sellers and the Buyer (the "TAX DISPUTE ACCOUNTANTS"“Tax Dispute Accountant”), ; (iii) the parties will present their arguments to the Tax Dispute Accountants within 15 days after submission of the dispute to the Tax Dispute Accountants, (iv) the Tax Dispute Accountants will Accountant shall resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax lawLaw and the provisions of this Agreement, within 30 thirty (30) days after the parties Parties have presented their arguments submitted the dispute to the Tax Dispute AccountantsAccountant, which whose decision shall be final, conclusive and binding on the partiesParties, absent fraud or manifest error; (viv) 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 later of fifth (A5th) the date on which such payment or action would otherwise be required or (B) the third business day following the date on which the dispute is resolved (in except that if the case resolution requires the filing of a dispute resolved by the an amended Tax Dispute AccountantsReturn, such date being amended Tax Return shall be filed within thirty (30) days following the date on which the parties receive written notice from the Tax Dispute Accountants of their resolution) dispute is resolved); and (viv) the fees and expenses of the Tax Dispute Accountants in resolving Accountant shall be paid by the Party who the Tax Dispute Accountant determines has derived the least benefit from the issues to be resolved by the Tax Dispute Accountant; provided that, (A) if the Parties are unable to agree on a dispute will be borne equally national office of a firm of independent accountants of nationally recognized standing to act as Tax Dispute Accountant, Sellers and Buyer shall each select a national office of a firm of independent accountants of nationally recognized standing and such firms together shall select the national office of a firm of independent accountants of nationally recognized standing to act as the Tax Dispute Accountant; and (B) if any Party does not select a national office of a firm of independent accountants of nationally recognized standing within ten (10) days of written demand therefor by GMI and the Buyerother Party, the firm selected by the other Party shall act as the Tax Dispute Accountant.

Tax Dispute Resolution Mechanism. If there is a In case of any dispute between the Buyer and GMI regarding any of the with respect to matters contained in Section 1.5 hereof or set forth in this Article VII or the interpretation of any other provision of this Agreement relating to TaxesXV, 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 15.13; (b) the parties will shall in good faith attempt to negotiate a settlement of the dispute, ; (iic) if the parties are unable to negotiate a resolution of the dispute within 30 days Business Days from the receipt of the commencement a Notice of the disputeDispute, the dispute will shall be submitted to the national office of a firm of KPMG Peat Marwick or other independent accountants of nationally recognized standing reasonably satisfactory to GMI Seller and the Buyer Purchaser to be chosen within 15 Business Days after notification from KPMG Peat Marwick that they are unwilling or unable to serve (the "TAX DISPUTE ACCOUNTANTSTax Dispute Accountants"), ; (iiid) the parties will shall present their arguments to the Tax Dispute Accountants within 15 days Business Days after submission of the dispute to the Tax Dispute Accountants, ; (ive) the Tax Dispute Accountants will shall resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax law, within 30 days Business Days after the parties have presented their arguments to the Tax Dispute Accountants, which whose decision shall be final, conclusive and binding on the parties, ; and (vf) 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 later of (Ai) the date on which such payment or action would otherwise be required required, or (Bii) the third business day following the date on which the dispute is resolved (in the case of a dispute resolved by the Tax Dispute Accountants, such date being the date on which the parties receive written notice from the Tax Dispute Accountants of their resolution) and (vi) the ). The fees and expenses of the Tax Dispute Accountants in resolving a dispute will shall be borne equally by GMI and the Buyerparty against whom the Tax Dispute Accountants resolve the dispute .

Tax Dispute Resolution Mechanism. If there is Wherever in this Agreement it shall be provided that a dispute between shall be resolved pursuant to the Buyer and GMI regarding any of the matters contained in Section 1.5 hereof or in this Article VII or the interpretation of any other provision of this Agreement relating to Taxes, "Tax Dispute Resolution Mechanism," such dispute shall be resolved as follows: (ia) the parties will in good faith attempt to negotiate a prompt settlement of the dispute, ; (iib) if the parties are unable to negotiate a resolution of the dispute within 30 days of the commencement of the disputedays, the dispute will be submitted to the national New York office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to GMI Stockholder and Purchaser (or, if Stockholder and Purchaser do not agree on such a firm, then a firm chosen by the Buyer Arbitration and Mediation Committee of the New York Society of Certified Public Accountants) (the "TAX DISPUTE ACCOUNTANTSTax Dispute Accountants"), ; (iiic) the parties will present their arguments and submit the proposed amount of each item in dispute to the Tax Dispute Accountants within 15 days after submission of the dispute to the Tax Dispute Accountants, ; (ivd) the Tax Dispute Accountants will shall resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax lawlaw and the provisions of this Agreement, by selecting, for each item in dispute, the proposed amount for such item submitted by one party or the other party within 30 days after the parties have presented their arguments to the Tax Dispute Accountants, which whose decision shall be final, conclusive and binding on the parties; (e) notwithstanding any other provision of this Agreement, (v) 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 later of (Ai) the date on which such payment or action would otherwise be required or (Bii) the third business day following the date on which the dispute is resolved (in the case of a dispute resolved by the Tax Dispute Accountants, such date being the date on which the parties receive written notice from the Tax Dispute Accountants of their resolution) and (vi) the fees and expenses of the Tax Dispute Accountants in resolving a dispute will be borne equally by GMI and the Buyer.the

Tax Dispute Resolution Mechanism. If there is a Any dispute between to be resolved pursuant to the Buyer and GMI regarding any of the matters contained in Section 1.5 hereof or in this Article VII or the interpretation of any other provision of this Agreement relating to Taxes, such dispute "Tax Dispute Resolution Mechanism," shall be resolved as follows: (i) the parties Buyer and the Sellers will in good faith attempt to negotiate a prompt settlement of the dispute, ; (ii) if the parties they are unable to negotiate a resolution of the dispute within 30 days of the commencement of the dispute15 days, the dispute will be submitted to the national office valuation services group of a firm of independent accountants appraisers of nationally recognized standing reasonably satisfactory to GMI reputation agreed upon by the Buyer and the Buyer Sellers (the "TAX DISPUTE ACCOUNTANTSArbitrator"), ; (iii) the parties Buyer and the Sellers will present their arguments and submit the proposed amount of each item in dispute to the Tax Dispute Accountants Arbitrator within 15 days after submission of the dispute to the Tax Dispute Accountants, it; (iv) the Tax Dispute Accountants will Arbitrator shall resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax lawlaw and the provisions of this Agreement, by selecting, for each item in dispute, the proposed amount for such item submitted by either the Buyer or the Sellers within 30 25 days after the parties have presented their arguments to the Tax Dispute AccountantsArbitrator, which whose decision shall be final, conclusive and binding on the parties, Buyer and the Sellers; and (v) any payment to be made as a result of the resolution of if a dispute shall not be made, and any other action to be taken as a result of the resolution of a dispute shall be taken, resolved on or before the later of (A) date that is three business days prior to the date on which such payment or action would otherwise be required or (B) the third business day following the latest date on which the dispute is applicable Additional Section 338 Form may be filed under applicable Tax law, then the Additional Section 338 Form shall be filed on or prior to such date reflecting all the disputed items that have been resolved (in the case of a dispute manner so resolved and the unresolved items shall be reflected as submitted by the Tax Dispute Accountants, Buyer in clause (iii) above. An Amendment to such date being Additional Section 338 Form shall be filed after resolution by the date on which Arbitrator of the parties receive written notice from the Tax Dispute Accountants of their resolution) and (vi) the remaining unresolved items. The fees and expenses of the Tax Dispute Accountants Arbitrator in resolving a dispute will be borne equally by GMI the Sellers and the Buyer.

Tax Dispute Resolution Mechanism. If there is a Any dispute between among the Buyer and GMI regarding any of the matters contained in Section 1.5 hereof or in this Article VII or the interpretation of any other provision of Parties involving Taxes arising under this Agreement relating to Taxes, such dispute shall be resolved as follows: (i) the parties will Parties shall in good faith attempt to negotiate a settlement prompt resolution of the dispute, ; (ii) if the parties Parties are unable to negotiate a resolution of the dispute within 30 days of the commencement of the disputethirty (30) days, the dispute will shall be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to GMI the Seller and the Buyer (the "TAX DISPUTE ACCOUNTANTS"“Tax Dispute Accountant”), ; (iii) the parties will present their arguments to the Tax Dispute Accountants within 15 days after submission of the dispute to the Tax Dispute Accountants, (iv) the Tax Dispute Accountants will Accountant shall resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax lawLaw and the provisions of this Agreement, within 30 thirty (30) days after the parties Parties have presented their arguments submitted the dispute to the Tax Dispute AccountantsAccountant, which whose decision shall be final, conclusive and binding on the partiesParties, absent fraud or manifest error; (viv) 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 later of fifth (A5th) the date on which such payment or action would otherwise be required or (B) the third business day following the date on which the dispute is resolved (in except that if the case resolution requires the filing of a dispute resolved by the an amended Tax Dispute AccountantsReturn, such date being amended Tax Return shall be filed within thirty (30) days following the date on which the parties receive written notice from the Tax Dispute Accountants of their resolution) dispute is resolved); and (viv) the fees and expenses of the Tax Dispute Accountants in resolving Accountant shall be paid by the Party who the Tax Dispute Accountant determines has derived the least benefit from the issues to be resolved by the Tax Dispute Accountant; provided that, (A) if the Parties are unable to agree on a dispute will be borne equally by GMI national office of a firm of independent accountants of nationally recognized standing to act as Tax Dispute Accountant, the Seller and the BuyerBuyer shall each select a national office of a firm of independent accountants of nationally recognized standing and such firms together shall select the national office of a firm of independent accountants of nationally recognized standing to act as the Tax Dispute Accountant and (B) if any Party does not select a national office of a firm of independent accountants of nationally recognized standing within ten (10) days of written demand therefor by the other Party, the firm selected by the other Party shall act as the Tax Dispute Accountant.

Tax Dispute Resolution Mechanism. If there is Wherever in this Agreement it shall be provided that a dispute between shall be resolved pursuant to the Buyer and GMI regarding any of the matters contained in Section 1.5 hereof or in this Article VII or the interpretation of any other provision of this Agreement relating to Taxes, "TAX DISPUTE RESOLUTION MECHANISM," such dispute shall be resolved as follows: (i) the parties will in good faith attempt to negotiate a prompt settlement of the dispute, ; (ii) if the parties are unable to negotiate a resolution of the dispute within 30 days of the commencement of the dispute10 days, the dispute will be submitted to the national New York office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to GMI the Buyer and the Seller (or, if the Buyer and the Seller do not agree on such a firm, then a firm chosen by the Arbitration and Mediation Committee of the New York Society of Certified Public Accountants) (the "TAX DISPUTE ACCOUNTANTS"), ; (iii) the parties will present their arguments and submit the proposed amount of each item in dispute to the Tax Dispute Accountants within 15 10 days after submission of the dispute to the Tax Dispute Accountants, ; (iv) the Tax Dispute Accountants will Accountants, whose decision shall be final, conclusive and binding on the parties, shall resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax lawlaw and the provisions of this Agreement, by selecting, for each item in dispute, the proposed amount for such item submitted by one party or the other party within 30 10 days after the parties have presented their arguments to the Tax Dispute Accountants, which decision shall be final, conclusive and binding on the parties, ; (v) notwithstanding any other provision of this Agreement, 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 later of (Ax) the date on which such payment or action would otherwise be required or (By) the third business day following the date on which the dispute is resolved (in the case of a dispute resolved by the Tax Dispute Accountants, such date being the date on which the parties receive written notice from the Tax Dispute Accountants of their resolution) ); PROVIDED, that if a dispute with respect to an item in a Tax Return shall not be resolved on or before the date that is three business days prior to the latest date on which such Tax Return may be filed under applicable Tax law, then the party having the responsibility for filing such Tax Return shall file such Tax Return reflecting all disputed items that have been resolved in the manner so resolved, and reflecting all unresolved disputed items in the manner proposed by such party, and shall, if necessary, upon the resolution of all such unresolved disputed items, file an amended Tax Return reflecting the resolution thereof in the manner so resolved; and (viVI) the fees and expenses of the Tax Dispute Accountants in resolving a dispute will be borne equally by GMI the Buyer and the BuyerSeller.

Tax Dispute Resolution Mechanism. If there is Wherever in this Section 4.4 it shall be provided that a dispute between shall be resolved pursuant to the Buyer and GMI regarding any of the matters contained in Section 1.5 hereof or in this Article VII or the interpretation of any other provision of this Agreement relating to Taxes, "Tax Dispute Resolution Mechanism," such dispute shall be resolved as follows: (i) the parties will in good faith attempt to negotiate a settlement of the dispute, (ii) if the parties are unable to negotiate a resolution of the dispute within 30 days of the commencement of the dispute15 days, the dispute will be submitted to the national office of a firm of Ernst & Young or other independent accountants of nationally recognized standing reasonably satisfactory to GMI the Seller and the Buyer Purchaser (the "TAX DISPUTE ACCOUNTANTSTax Dispute Accountants"), ) (iii) the parties will present their arguments to the Tax Dispute Accountants within 15 days after submission of the dispute to the Tax Dispute Accountants, (iv) the Tax Dispute Accountants will resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax lawlaw and the provisions of this Agreement, within 30 15 days after the parties have presented their arguments to the Tax Dispute Accountants, which whose decision shall be final, conclusive and binding on the parties, (v) 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 later of (A) the date on which such payment or action would otherwise be required or (B) the third business day following the date on which the dispute is resolved (in the case of a dispute resolved by the Tax Dispute Accountants, such date being the date on which the parties receive written notice from the Tax Dispute Accountants of their resolution) and (vi) the fees and expenses of the Tax Dispute Accountants in resolving ), provided that if a dispute will be borne equally by GMI and the Buyer.with respect to an item in a Tax Return (including, but not limited to, Section 338 Forms) shall not be

Tax Dispute Resolution Mechanism. If there is Wherever in this Section 6.1 or in Section 8.5 it shall be provided that a dispute between shall be resolved pursuant to the Buyer and GMI regarding any of the matters contained in Section 1.5 hereof or in this Article VII or the interpretation of any other provision of this Agreement relating to Taxes, “Tax Dispute Resolution Mechanism,” such dispute shall be resolved as follows: (i) the parties to such dispute will in good faith attempt to negotiate a settlement of the dispute, (ii) if the parties to such dispute are unable to negotiate a resolution of the dispute within 30 days of the commencement of the disputedays, the dispute will be submitted to the national office of a firm of an independent accountants of nationally recognized standing “Big Four” Accounting Firm reasonably satisfactory to GMI each Seller that is party to such dispute and the Buyer to Purchaser (the "TAX DISPUTE ACCOUNTANTS"“Tax Dispute Accountants”), (iii) the parties to such dispute will present their arguments to the Tax Dispute Accountants within 15 10 days after submission of the dispute to the Tax Dispute Accountants, (iv) the Tax Dispute Accountants will resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax law, within 30 20 days after the parties to such dispute have presented their arguments to the Tax Dispute Accountants, which whose decision shall be final, conclusive and binding on the partiesparties to such dispute, (v) 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 later of (A) the date on which such payment or action would otherwise be required or (B) the third business day following the date on which the dispute is settled or resolved (in the case of a dispute resolved by the Tax Dispute Accountants, such date being the date on which the parties to such dispute receive written notice from the Tax Dispute Accountants of their resolution) and (vi) the fees and expenses of the Tax Dispute Accountants in resolving a dispute will be borne equally by GMI the Sellers that are parties to such dispute and the BuyerPurchaser, respectively.

Tax Dispute Resolution Mechanism. If there is a Any dispute between among the Buyer and GMI regarding any Parties involving the calculation of the matters contained in Section 1.5 hereof or in this Article VII Taxes or the interpretation preparation of any other provision of Tax Returns arising under this Agreement relating to Taxes, such dispute that does not involve a Third-Party Claim (including a claim by the IRS) shall be resolved as follows: (i) the parties Parties will in good faith attempt to negotiate a settlement prompt resolution of the dispute, ; (ii) if the parties Parties are unable to negotiate a resolution of the dispute within 30 days of the commencement of the disputethirty (30) days, the dispute will be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to GMI the Sellers’ Representative and the Buyer (the "TAX DISPUTE ACCOUNTANTS"“Tax Dispute Accountant”), ; (iii) the parties will present their arguments to the Tax Dispute Accountants within 15 days after submission of the dispute to the Tax Dispute Accountants, (iv) the Tax Dispute Accountants will Accountant shall resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax lawLaw and the provisions of this Agreement, within 30 thirty (30) days after the parties Parties have presented their arguments submitted the dispute to the Tax Dispute AccountantsAccountant, which whose decision shall be final, conclusive and binding on the partiesParties, absent fraud or manifest error; (viv) 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 later of fifth (A5th) the date on which such payment or action would otherwise be required or (B) the third business day following the date on which the dispute is resolved (in except that if the case resolution requires the filing of a dispute resolved by the an amended Tax Dispute AccountantsReturn, such date being amended Tax Return shall be filed within thirty (30) days following the date on which the parties receive written notice from the Tax Dispute Accountants of their resolution) dispute is resolved); and (viv) the fees and expenses of the Tax Dispute Accountants in resolving Accountant shall be paid by the Party who the Tax Dispute Accountant determines has derived the least benefit from the issues to be resolved by the Tax Dispute Accountant; provided that (A) if the Parties are unable to agree on a dispute will be borne equally by GMI national office of a firm of independent accountants of nationally recognized standing to act as Tax Dispute Accountant, the Sellers’ Representative and the BuyerBuyer shall each select a national office of a firm of independent accountants of nationally recognized standing and such firms together shall select the national office of a firm of independent accountants of nationally recognized standing to act as the Tax Dispute Accountant and (B) if any Party does not select a national office of a firm of independent accountants of nationally recognized standing within ten (10) days of written demand therefor by the other Party, the firm selected by the other Party shall act as the Tax Dispute Accountant.