Dispute Procedures definition
Dispute Procedures means any such procedures as may fall to be approved for the purposes of that subsection; and
Dispute Procedures are defined in Section 12.1
Dispute Procedures if, after Notice of Objection to Final Statement is received relating to the EBITDA Statement or any dispute arises under Section 2.5 or this Section 2.6, and Seller and Buyer cannot resolve their disputes, Buyer and Seller shall, during the fifteen (15) days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Earnout Out Payment payable. If during such period, Buyer and Seller are unable to reach such agreement, they shall promptly thereafter cause E&Y (the “Accounting Referee”) to audit the EBITDA Statement in dispute, provided E&Y consents to perform as the Accounting Referee and its costs to provide such services are not materially higher than KPMG, as jointly determined by the Parties. If E&Y fails to consent or the Parties agree the costs are materially higher than KPMG’s costs, Seller’s Auditor shall become the Accounting Referee for purposes of this Agreement, provided however, if Seller’s Auditor fails to agree to serve as the Accounting Referee, then a mutually agreed accounting firm to serve as Accounting Referee will be selected by the Parties. The Accounting Referee shall review this Agreement and the disputed items or amounts for the purpose of calculating Earn Out Payment payable for such Measuring Period (it being understood that in making such calculation, the Accounting Referee shall be functioning as an expert and not as an arbitrator). In making such calculation, the Accounting Referee shall consider only those items or amounts in the applicable EBITDA Statement and Seller’s calculation of the Earn Out Payment payable as to which Seller has disagreed. The Accounting Referee shall deliver to Buyer and Seller, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), a report setting forth such calculation. Such report shall be final and binding upon Buyer and Seller. Buyer and Seller shall, and shall cause their respective representatives to, cooperate and assist in such review conducted by the Accounting Referee, including, without limitation, the making available to the extent necessary of books, records, work papers and personnel. The cost of such review and report shall be borne *** by ***.
Examples of Dispute Procedures in a sentence
In the event of a dispute Clause 35, Grievance and Dispute Procedures, shall apply.
Any dispute arising under this sub-clause shall be dealt with under Clause 35, Grievance and Dispute Procedures.
More Definitions of Dispute Procedures
Dispute Procedures has the meaning provided in Exhibit C.1(a).
Dispute Procedures has the meaning set forth in Section 2.6(e).
Dispute Procedures has the meaning set forth in Section 13.4.
Dispute Procedures means any such procedures as may fall to be
Dispute Procedures means the procedures set out in Schedule 2;