Common use of Dispute Resolution Mechanism Clause in Contracts

Dispute Resolution Mechanism. If the Purchaser and the Seller have not been able to resolve the matters set forth in the Objection Notice (the “Dispute”) within the Initial Resolution Period, either party may submit such disputed matters to Xxxxx Xxxxxxx LLP (the “Reviewing Party”). Both parties shall submit to the Reviewing Party all materials and information to be considered by the Reviewing Party as promptly as practicable and in any event within 30 days following the initial submission of the Dispute to the Reviewing Party. The fees and expenses of the Reviewing Party incurred in the resolution of the disputed matters set forth in the Objection Notice shall be borne by the Purchaser, on the one hand, and the Seller, on the other hand, in proportion to the relative amounts of the aggregate disputed amount as to which such party prevailed, as determined by the Reviewing Party. The Reviewing Party shall make a determination regarding the Dispute (and written notice thereof shall be given to the Seller and the Purchaser) as promptly as practicable, but in any event within 30 days following the date on which the last item of information regarding the Dispute has been delivered to the Reviewing Party. The Reviewing Party will decide only the matters specifically raised in the Dispute based solely on the submissions made to the Reviewing Party which may include factual testimony and legal memoranda. The Reviewing Party will provide a written explanation in reasonable detail of the resolution of each matter raised in the Dispute, including the basis therefor; provided, however, that the Reviewing Party shall only decide the specific items under dispute by the parties. The determination of the Reviewing Party shall be final and binding on the Purchaser and the Seller, and the decision rendered pursuant to this Section 2.4(f) may be filed as a judgment in any court of competent jurisdiction. For the avoidance of doubt, nothing in this Section 2.4(f) shall preclude either party from pursuing any other remedy it may have under other provisions of this Agreement with respect to matters other than the matters governed by this provision.

Dispute Resolution Mechanism. If the Purchaser and the Seller have not been able to resolve the matters set forth in the Objection Notice (the “Dispute”) within the Initial Resolution Period, either party may submit such disputed matters to Xxxxx Xxxxxxx LLP to, and such disputed matters shall be resolved fully, finally and exclusively by an independent accounting firm as reasonably agreed by Purchaser and Seller (the “Reviewing Party”). Both parties shall submit to the Reviewing Party all materials and information to be considered by the Reviewing Party as promptly as practicable and in any event within 30 days following the initial submission of the Dispute to the Reviewing Party. The fees and expenses of the Reviewing Party incurred in the resolution of the disputed matters matter(s) set forth in the Objection Notice shall be borne by the Purchaser, on the one hand, and the Seller, on the other hand, non-prevailing party in proportion to the relative amounts of the aggregate such disputed amount as to which such party prevailed, matter(s) (as determined by the Reviewing Party) or, if the Reviewing Party determines that neither party is non-prevailing, then such fees shall be borne equally by Purchaser and Seller. The In the event of a dispute involving an Objection Notice, the Reviewing Party shall make a determination regarding the Dispute determine (and written notice thereof shall be given to the Seller and the Purchaser) as promptly as practicable, but in any event within 30 thirty (30) days following the date on which the last item of information regarding the Dispute has been Proposed Inventory is delivered to the Reviewing Party. The Reviewing Party will decide only the matters specifically raised in the Dispute , based solely on written submissions detailing the submissions made disputed items and forwarded to it, (x) whether the Proposed Inventory was prepared in accordance with the terms of this Agreement or, alternatively, (y) only with respect to the disputed items submitted to the Reviewing Party which may include factual testimony Party, (i) whether and legal memoranda. The Reviewing Party will provide to what extent (if any) the Proposed Inventory require adjustment, (ii) a written explanation in reasonable detail of the resolution of each matter raised in the Disputesuch required adjustment, including the basis therefor; provided, howeverand (iii) a determination of the Final Inventory resulting from such adjustments. In the event of a dispute involving a Disputed Tax Return, that the Reviewing Party shall determine (and written notice thereof shall be given to Seller and Purchaser) as promptly as practicable, but in any event within thirty (30) calendar days following the date on which the Disputed Tax Return is delivered to the Reviewing Party, based solely on written submissions detailing the disputed items and forwarded to it and only decide with respect to the specific disputed items under dispute by submitted to the partiesReviewing Party, whether and to what extent (if any) the Disputed Tax Return requires adjustment and a written explanation in reasonable detail of each such required adjustment, including the basis therefor. The procedures of this Section 2.4(e) are exclusive and the determination of the Reviewing Party shall be final and binding on the Purchaser and the Seller, and the . The decision rendered pursuant to this Section 2.4(f2.4(e) may be filed as a judgment in any court of competent jurisdiction. For the avoidance of doubt, nothing in this Section 2.4(f) shall preclude either party from pursuing any other remedy it may have under other provisions of this Agreement with respect to matters other than the matters governed by this provision.

Dispute Resolution Mechanism. If the Purchaser Seller and the Seller Buyer have not been able unable to resolve the matters set forth in the Objection Notice (the “Dispute”) within the Initial Resolution Period, either party may submit such remaining disputed matters to Xxxxx Xxxxxxx LLP to, and such remaining disputed matters shall be fully, finally, and exclusively resolved by Duff & Xxxxxx (the “Reviewing PartyIndependent Accountant”). Both parties shall submit , or, if such firm is unable or unwilling to act, any nationally or regionally recognized independent accounting firm as reasonably agreed to by Seller and Buyer (the Reviewing Party all materials and information to be considered by the Reviewing Party as promptly as practicable and in any event within 30 days following the initial submission of the Dispute to the Reviewing Party“Alternate Accountant”). The fees and expenses of the Independent Accountant or the Alternate Accountant (as the case may be, the “Reviewing Party Party”) incurred in the resolution of the disputed matters matter(s) set forth in the Objection Notice shall be borne equally by Seller and Buyer. In the Purchaserevent of a dispute involving an Objection Notice, on the one hand, and the Seller, on the other hand, in proportion to the relative amounts of the aggregate disputed amount as to which such party prevailed, as determined by the Reviewing Party. The Reviewing Party shall make a determination regarding the Dispute determine (and written notice thereof shall be given to the Seller and the PurchaserBuyer) as promptly as practicable, but in any event within 30 days practicable following the date on which the last item of information regarding the Dispute has been Proposed Balance Sheet and other items required in connection therewith as specified in Section 2.04(c) above are delivered to the Reviewing Party. The Reviewing Party will decide only the matters specifically raised in the Dispute , based solely on written submissions detailing the submissions made disputed items and forwarded to it, only with respect to the disputed items submitted to the Reviewing Party which may include factual testimony Party, whether and legal memoranda. The Reviewing Party will to what extent (if any) the Proposed Balance Sheet, Proposed Net Working Capital, or Proposed Cash Amount require adjustment, and provide a written explanation in reasonable detail of the resolution of each matter raised in the Disputesuch required adjustment, including the basis therefor; provided, however, that the . The Reviewing Party shall only decide the specific items under dispute by the partiesparties and its decision for each disputed item must be in the range of values assigned to each such item by Seller and Buyer at the time of the retention of the Reviewing Party. The procedures of this Section 2.04(d) are exclusive and the determination of the Reviewing Party shall be final and binding on the Purchaser and the Seller, and the binding. The decision rendered pursuant to this Section 2.4(f2.04(d) may be filed as a judgment in any court of competent jurisdiction. For the avoidance of doubt, nothing in this Section 2.4(f) shall preclude either party from pursuing any other remedy it may have under other provisions of this Agreement with respect to matters other than the matters governed by this provision.

Dispute Resolution Mechanism. If During the Purchaser 10-day period ---------------------------- following the delivery of the Notice of Disagreement, Heath and the Seller have not been able Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the matters set forth specified in such Notice of Disagreement. During such period each party shall have access to the Objection Notice (working papers of each other party's independent auditors prepared in connection with their work done in preparing or reviewing the “Dispute”) within Tax Calculation. At the Initial Resolution Periodend of such 10-day period, either party may submit such disputed matters to Xxxxx Xxxxxxx LLP (the “Reviewing Party”). Both parties Heath and Buyer shall submit to an independent accounting firm (the Reviewing Party "Accounting Firm") for --------------- review and resolution any and all materials matters that remain in dispute and information that were properly included in such Notice of Disagreement, in the form of a written brief. The Accounting Firm shall be KPMG Peat Marwick, LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be considered agreed upon by Heath and Buyer in writing. Heath and Buyer shall use reasonable efforts to cause the Reviewing Party as promptly as practicable and in any event Accounting Firm to render a decision resolving the matters submitted to the Accounting Firm within 30 days following the initial submission of the Dispute to receipt of such submission. Judgment may be entered upon the Reviewing Partydetermination of the Accounting Firm in any court having jurisdiction. The cost of any proceedings (including the fees and expenses of the Reviewing Party incurred in the resolution Accounting Firm and reasonable attorneys' fees and expenses of the disputed matters set forth in the Objection Notice parties) pursuant to this subsection 3.03(c) shall be borne by Buyer and Sellers in inverse proportion as they may prevail on matters resolved by the PurchaserAccounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the one handmerits of the matters submitted. The fees and disbursements of Bollam Xxxxxx Torani & Co., LLP (hereafter, "BST") incurred in connection with their review of the Tax --- Calculation and representing Sellers regarding any Notice of Disagreement shall be borne by Sellers, and the Seller, on the other hand, fees and disbursements of Buyer's independent auditors incurred in proportion to the relative amounts connection with their review of the aggregate disputed amount as to which such party prevailed, as determined by the Reviewing Party. The Reviewing Party shall make a determination Tax Calculation and representing Buyer regarding the Dispute (and written notice thereof any Notice of Disagreement shall be given to the Seller and the Purchaser) as promptly as practicable, but in any event within 30 days following the date on which the last item of information regarding the Dispute has been delivered to the Reviewing Party. The Reviewing Party will decide only the matters specifically raised in the Dispute based solely on the submissions made to the Reviewing Party which may include factual testimony and legal memoranda. The Reviewing Party will provide a written explanation in reasonable detail of the resolution of each matter raised in the Dispute, including the basis therefor; provided, however, that the Reviewing Party shall only decide the specific items under dispute borne by the parties. The determination of the Reviewing Party shall be final and binding on the Purchaser and the Seller, and the decision rendered pursuant to this Section 2.4(f) may be filed as a judgment in any court of competent jurisdiction. For the avoidance of doubt, nothing in this Section 2.4(f) shall preclude either party from pursuing any other remedy it may have under other provisions of this Agreement with respect to matters other than the matters governed by this provisionBuyer.

Dispute Resolution Mechanism. If the Purchaser and the Seller have not been able to resolve the matters set forth in the Objection Notice (the “Dispute”) within the Initial Resolution Period, either party may submit such disputed matters to Xxxxx Xxxxxxx Cxxxx Hxxxxxx LLP (the “Reviewing Party”). Both parties shall submit to the Reviewing Party all materials and information to be considered by the Reviewing Party as promptly as practicable and in any event within 30 days following the initial submission of the Dispute to the Reviewing Party. The fees and expenses of the Reviewing Party incurred in the resolution of the disputed matters set forth in the Objection Notice shall be borne by the Purchaser, on the one hand, and the Seller, on the other hand, in proportion to the relative amounts of the aggregate disputed amount as to which such party prevailed, as determined by the Reviewing Party. The Reviewing Party shall make a determination regarding the Dispute (and written notice thereof shall be given to the Seller and the Purchaser) as promptly as practicable, but in any event within 30 days following the date on which the last item of information regarding the Dispute has been delivered to the Reviewing Party. The Reviewing Party will decide only the matters specifically raised in the Dispute based solely on the submissions made to the Reviewing Party which may include factual testimony and legal memoranda. The Reviewing Party will provide a written explanation in reasonable detail of the resolution of each matter raised in the Dispute, including the basis therefor; provided, however, that the Reviewing Party shall only decide the specific items under dispute by the parties. The determination of the Reviewing Party shall be final and binding on the Purchaser and the Seller, and the decision rendered pursuant to this Section 2.4(f) may be filed as a judgment in any court of competent jurisdiction. For the avoidance of doubt, nothing in this Section 2.4(f) shall preclude either party from pursuing any other remedy it may have under other provisions of this Agreement with respect to matters other than the matters governed by this provision.