Common use of Tax Dispute Resolution Mechanism Clause in Contracts

Tax Dispute Resolution Mechanism. Wherever in this Article IX it is provided that a dispute shall be resolved pursuant to the "Tax Dispute Resolution Mechanism," the parties shall cooperate in good faith to resolve such dispute between them; but if the parties are unable to resolve such dispute such dispute shall be resolved as follows: The parties shall submit the dispute to a jointly selected "Big Five" accounting firm (the "SETTLEMENT ACCOUNTANTS") for resolution, which resolution shall be final, conclusive and binding on the parties. If Purchaser and Seller cannot jointly agree on the Settlement Accountants, Purchaser and Seller shall each submit to their respective accountants the name of an accounting firm that does not at the time and that has not in the prior two years provided services to Seller or Purchaser or any of their respective affiliates, and the Settlement Accountants shall be selected by lot from these two firms by the respective accountants of the two parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Settlement Accountants in resolving a dispute as to the amount of Taxes owed by either of the parties shall be borne equally by Seller and Purchaser.

Tax Dispute Resolution Mechanism. Wherever Notwithstanding any provisions relating to dispute resolution set forth in Article 10 hereof, wherever in this Article IX 12 it is provided that a dispute shall be resolved pursuant to the "Tax Dispute Resolution MechanismTAX DISPUTE RESOLUTION MECHANISM," the parties shall cooperate in good faith to resolve such dispute between them; but if the parties are unable to resolve such dispute such dispute shall be resolved as follows: The parties shall submit the dispute to a jointly selected "Big FiveFour" accounting firm (the "SETTLEMENT ACCOUNTANTS") for resolution, which resolution shall be final, conclusive and binding on the parties. If Purchaser Buyer and Seller cannot jointly agree on the Settlement Accountants, Purchaser Buyer and Seller shall each submit to their respective accountants the name of an accounting firm that does not at the time and that has not in the prior two years provided services to Seller or Purchaser Buyer or any of their respective affiliates, and the Settlement Accountants shall be selected by lot from these two firms by the respective accountants of the two parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Settlement Accountants in resolving a dispute as to the amount of Taxes owed by either of the parties shall be borne equally by Seller and PurchaserBuyer.

Tax Dispute Resolution Mechanism. Wherever in this Article IX Agreement it is provided that a dispute shall be resolved pursuant to the "Tax Dispute Resolution Mechanism," the parties shall cooperate in good faith to resolve such dispute between them; but however, if the parties are unable to resolve such dispute dispute, such dispute shall be resolved as follows: The parties shall submit the dispute to a jointly selected "Big Five" accounting firm (the "SETTLEMENT ACCOUNTANTSSettlement Accountants") for resolution, which resolution shall be final, conclusive and binding on the parties. If Purchaser the Buyer and Seller the Stockholder Representative cannot jointly agree on the -58- Settlement Accountants, Purchaser the Buyer and Seller the Stockholder Representative shall each submit to their respective accountants the name of an accounting firm that does not at the time and that has not in the prior two years provided services to Seller the Stockholder Representative or Purchaser the Buyer or any of their respective affiliates, and the Settlement Accountants shall be selected by lot from these two firms by the respective accountants of the two partiesfirms. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Settlement Accountants in resolving a relating to any dispute as to the amount of Taxes owed by either of the parties shall be borne equally paid by Seller the Buyer and Purchaserthe Stockholders in proportion to each party's respective liability for the portion of the Taxes in dispute, as determined by the Settlement Accountants.

Tax Dispute Resolution Mechanism. Wherever Notwithstanding any provisions relating to dispute resolution set forth in Article 8 hereof, wherever in this Article IX 9 it is provided that a dispute shall be resolved pursuant to the "“Tax Dispute Resolution Mechanism," ” the parties shall cooperate in good faith to resolve such dispute between them; but if the parties are unable to resolve such dispute dispute, such dispute shall be resolved as follows: The parties shall submit the dispute to a jointly selected "“Big Five" Four” accounting firm (the "SETTLEMENT ACCOUNTANTS"“Settlement Accountants”) for resolution, which resolution shall be final, conclusive and binding on the parties. If Purchaser Parent and Seller Shareholders cannot jointly agree on the Settlement Accountants, Purchaser Parent and Seller Shareholders shall each submit to their respective accountants the name of an accounting firm that does not at the time and that has not in the prior two years provided services to Seller Shareholders or Purchaser Parent or any of their respective affiliates, and the Settlement Accountants shall be selected by lot from these two firms by the respective accountants of the two parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Settlement Accountants in resolving a dispute as to the amount of Taxes owed by either of the parties shall be borne equally by Seller Shareholders and PurchaserParent.

Tax Dispute Resolution Mechanism. Wherever in this Article IX Section 4.7 it is provided that a dispute shall be resolved pursuant to the "Tax Dispute Resolution Mechanism," the parties shall cooperate in good faith to resolve such dispute between them; but if the parties are unable to resolve such dispute such dispute shall be resolved as follows: The parties shall submit the dispute to a jointly selected "Big Five" accounting firm (the "SETTLEMENT ACCOUNTANTSSettlement Accountants") for resolution, which resolution shall be final, conclusive and binding on the parties. If Purchaser Buyer and Seller cannot jointly agree on the Settlement Accountants, Purchaser Buyer and Seller shall each submit to their respective accountants the name of an accounting firm that does not at the time and that has not in the prior two years provided services to Seller or Purchaser Buyer or any of their respective affiliates, and the Settlement Accountants shall be selected by lot from these two firms by the respective accountants of the two parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Settlement Accountants in resolving a dispute relating to a proposed determination of the Modified Aggregate Deemed Sales Price and Adjusted Grossed Up Basis under Sections 4.7(d) and 4.7(g) shall be borne equally by Seller and Buyer, and the fees and expenses relating to any other dispute as to the amount of Taxes owed by either of the parties shall be borne equally paid by Buyer and Seller and Purchaserin proportion to each party's respective liability for the portion of the Taxes in dispute, as determined by the Settlement Accountants.

Tax Dispute Resolution Mechanism. Wherever in this Article IX VIII it is provided that a dispute shall be resolved pursuant to the "Tax Dispute Resolution Mechanism," the parties shall cooperate in good faith to resolve such dispute between them; but if the parties are unable to resolve such dispute such dispute shall be resolved as follows: The parties shall submit the dispute to a jointly selected "Big Five" accounting firm (the "SETTLEMENT ACCOUNTANTSSettlement Accountants") for resolution, which resolution shall be final, conclusive and binding on the parties. If Purchaser Buyer and Seller cannot jointly agree on the Settlement Accountants, Purchaser Buyer and Seller shall each submit to their respective accountants the name of an accounting firm that does not at the time and that has not in the prior two years provided services to Seller or Purchaser Buyer or any of their respective affiliates, and the Settlement Accountants shall be selected by lot from these two firms by the respective accountants of the two parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Settlement Accountants shall be paid by Buyer and Seller in resolving a dispute as proportion to each party's respective liability for the amount of Taxes owed by either portion of the parties shall be borne equally Taxes in dispute, as determined by Seller and Purchaserthe Settlement Accountants.