Accounting Arbitration. If the parties are unable to reach a mutual agreement in whole or in part in accordance with Section 8.4 during the thirty (30) day period referred to therein, then the New York City office of a mutually agreeable registered public accounting firm not affiliated with any party hereto (the “Accounting Firm”) shall be engaged to resolve those matters still in dispute with respect to such Revenue Report. In connection with engaging the Accounting Firm, each party agrees, if requested by the Accounting Firm, to execute an engagement letter on terms reasonably satisfactory to the Provider and the Investor. The Accounting Firm shall make a final and binding resolution of the disputes or disagreements between the Provider and the Investor with respect to such Revenue Report. The Accounting Firm shall be instructed that, in making its final and binding resolution, it must select a position with respect to such Revenue Report that is (A) exactly the final position of the Provider (as set forth in such Revenue Report), (B) exactly the final position of the Investor (as set forth in the Objection Notice), or (C) between the final position of the Provider and the final position of the Investor, and that it must make its final and binding resolution within thirty (30) days of its selection. In any event, the Accounting Firm shall select such a position by applying the principles and methods applied in preparing such Revenue Report in accordance with this Agreement. No appeal from such determination shall be permitted.
Accounting Arbitration. If the Parties are unable to resolve a dispute as to the Purchase Price within thirty (30) days after Buyer’s receipt of Seller’s proposed Final Settlement Statement and/or Allocation Schedule, as applicable, the Parties shall submit the dispute to a nationally-recognized, United States-based independent public accounting firm on which the Parties mutually agree in writing (the “Accounting Referee”); provided, however, that the Accounting Referee shall not have performed any material work for any Party or its respective Affiliates within three (3) years of the Execution Date. The Parties shall send a written request to serve to the Accounting Referee and the Accounting Referee shall have five (5) Business Days to agree to serve. In the event the Accounting Referee is unable or unwilling to serve, absent agreement by the Parties as to a replacement for such Accounting Referee within two (2) Business Days after such notification, the Accounting Referee shall be a nationally recognized accounting firm not materially associated with Seller or Buyer as selected by the Houston, Texas, office of the American Arbitration Association. Within five (5) Business Days after the Accounting Referee has agreed to serve as such or has been appointed by the Parties or the Houston, Texas office of the American Arbitration 62 Association, as applicable, each Party shall summarize its position with regard to the disputed adjustments and/or allocations, as applicable, in a written document of ten (10) pages or less and submit such summaries to the Accounting Referee, together with the Final Settlement Statement and/or Allocation Schedule, as applicable, Buyer’s written report containing its objections thereto and any other documentation such Party may desire to submit. Seller shall also furnish the Accounting Referee with a copy of this Agreement. The Parties shall instruct the Accounting Referee that, within fifteen (15) Business Days after receiving the Parties’ respective submissions, the Accounting Referee shall render a decision with respect to each disputed adjustment and/or allocation, as applicable, based on the terms of the Agreement and the materials described above. The Accounting Referee, however, may not render a decision with respect to any disputed adjustment and/or allocation, as applicable, in excess of the highest value for such disputed adjustment and/or allocation, as applicable, as claimed by the Parties or lower than the lowest value for such disputed adju...
Accounting Arbitration. The arbitration shall be governed by the U.S. Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. The arbitration shall be held in Dallas, Texas. The Accounting Arbitrator will take such steps as he or she may deem necessary or desirable to avoid delay and to achieve a just, speedy and cost-effective resolution of the dispute. The Accounting Arbitrator will set a hearing date, which may be no earlier than thirty (30) days and no later than sixty (60) days from the date the Accounting Arbitrator receives the Accounting Submission. Each Disputing Party shall, no later than seven (7) Business Days prior to the hearing date set by the Accounting Arbitrator, submit a written brief to the Accounting Arbitrator (and a copy thereof to the other Disputing Party on the same day) with Dollar figures, calculations, and supporting documentation and information that support such Disputing Party’s position in respect of the matters set forth in the Accounting Submission. The hearing shall be conducted on a confidential basis. The Accounting Arbitrator may consider only those matters in disagreement that were set forth in the Accounting Submission and which remain in dispute and, for avoidance of doubt, the Accounting Arbitrator shall not be authorized to hear and determine any issue other than one related to the method of calculating the Revised Settlement Statement. The Accounting Arbitrator’s decision shall be based upon and be consistent with the terms and conditions of this Agreement. In deciding any matter, the Accounting Arbitrator (i) shall be bound by the provisions of this Section 2.5 and the related definitions and (ii) may not assign a value to any disputed item greater than the greatest value for such item claimed by a Disputing Party in its submission. The Accounting Arbitrator shall render its decision, which will include a written statement of its findings and conclusions, along with the Final Closing Statement reflecting such findings and conclusions, no later than thirty (30) days after the hearing date. The decision of the Accounting Arbitrator shall be (i) final and binding on the Disputing Parties and (ii) final and non-appealable for all purposes hereunder; provided that such decision may be reviewed, corrected, or set aside by a court of competent jurisdiction, but only if and to the extent that the Accounting Arbitrator is found by such court of competent...
Accounting Arbitration. (i) If the Parties are unable to mutually resolve the matters addressed in an IRR Dispute Notice, if any, within thirty (30) Business Days after the delivery of such IRR Dispute Notice, then Parties shall engage the Houston, Texas office of BDO USA LLC, or such other Person as the Parties may mutually select (such Person as selected pursuant to the foregoing, the “Accounting Arbitrator”), to resolve the matters addressed in the IRR Dispute Notice.
Accounting Arbitration. RoweCom will use its best commercially reasonable efforts to cause an audit of the Company's 1998 financial statements to be completed as promptly as possible following the execution and delivery of this Agreement, and will deliver a copy of such financial statements and the related audit report to the Stockholders as soon as they are available. If the Stockholders dispute any RoweCom claim for indemnification arising out of any breach or alleged breach of Section 5.7 ("Financial Statements"), the Stockholders will notify RoweCom in writing, specifying the nature of the dispute in reasonable detail, within 30 days after they receive the later to be received of (i) written notice of such claim, and (ii) the Company's audited 1998 financial statements and related audit report. The parties will then attempt in good faith to resolve the dispute, but if they are unable to do so within 30 days after the Stockholders' dispute notice to RoweCom, then the dispute will be submitted to a mutually acceptable reputable national accounting firm that has not performed any services for any party within the then preceding three years, which as promptly as possible, but in any event within 30 days, will resolve the dispute and report the resolution to the parties. This resolution will be final, binding, and conclusive on the parties; and any resulting indemnification payment will be paid within ten days. Each of RoweCom, on the one hand, and the Stockholders, on the other, will bear one-half of the fees and expenses of the accounting arbitrator in connection with any accounting arbitration pursuant to this section.
