Resolution of All Tax-Related Disputes. In the event that Seller and Resources cannot agree on the calculation of any amount relating to Taxes or the interpretation or application of any provision of this Agreement relating to Taxes, such dispute shall be resolved by a nationally recognized accounting firm mutually acceptable to Seller and Resources, whose decision shall be final and binding upon all Persons involved and whose expenses shall be shared equally by Seller, on the one hand, and Resources on the other hand.
Resolution of All Tax-Related Disputes. In the event that Parent and Acquiror cannot agree on the calculation of any amount relating to Taxes or the interpretation or application of any provision of this Agreement relating to Taxes (except as provided in Section 6.7(e)), such dispute shall be resolved by a nationally recognized accounting firm mutually acceptable to each of Parent and Acquiror, whose decision shall be final and binding upon all persons involved and whose expenses shall be shared equally by Parent and Acquiror.
Resolution of All Tax-Related Disputes. Except as otherwise provided, with respect to any dispute or a disagreement relating to Taxes between the Parties, the Parties shall cooperate in good faith to resolve such dispute between them; but if the Parties are unable to resolve such dispute, the Parties shall submit the dispute to the Accountant for resolution, which resolution shall be final, conclusive and binding on the Parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses relating to any dispute as to the amount of Taxes owed by either of the Parties shall be paid by Purchaser, on the one hand, and Parent, on the other hand, in proportion to each party's respective liability for the portion of the Taxes in dispute, as determined by the Accountant.
Resolution of All Tax-Related Disputes. Except as otherwise provided in this Article VIII, with respect to any dispute or disagreement between the Parties relating to Taxes, the Parties shall cooperate in good faith to resolve such dispute between them; but if the Parties are unable to resolve such dispute, the Parties shall submit the dispute to the Accountant for resolution, which resolution shall be final, conclusive and binding on the Parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses relating to any dispute as to the amount of Taxes owed by either of the Parties shall be paid by Legg Mason, on the one hand, and Citigroup, on the other hand, in proportion to each party’s respective liability for the portion of the Taxes in dispute, as determined by the Accountant.
Resolution of All Tax-Related Disputes. With respect to any dispute or a disagreement relating to Taxes and the allocation of Taxes pursuant to this Agreement between the parties, the parties shall cooperate in good faith to resolve such dispute between them; but if the parties are unable to resolve such dispute, the parties shall submit the dispute for resolution to a “Big 4” accounting firm selected by mutual agreement of Newco and Parent; provided, that if Newco and Parent are unable to agree on such accounting firm, then Newco and Parent shall each have the right to request the American Arbitration Association to appoint a “Big 4” accounting firm (such firm, the “Accountant”). Resolution by the Accountant shall be final, conclusive and binding on the parties, and judgment thereon may be entered by any court of competent jurisdiction. Notwithstanding anything in this Agreement to the contrary, the fees and expenses relating to any dispute as to the amount of Taxes owed by either of the parties shall be paid by the Company, on the one hand, and Newco, on the other hand, in proportion to each party’s respective liability for the portion of the Taxes in dispute, as determined by the Accountant.
Resolution of All Tax-Related Disputes. For purposes of computing the amount of any payment due under this Section 4.11, each party shall provide to the other, as reasonably requested by the other, all reasonably available information, records and assistance necessary to verify the amount of the payment due. In the event that Seller, on the one hand, and Purchaser, on the other hand, cannot agree on any calculation of any amount relating to Taxes or the interpretation or application of any provision of this Agreement relating to Taxes, such dispute shall be resolved by the CPA Firm, which shall act as an arbitrator to resolve all points of disagreement and whose decision shall be final and binding upon all persons involved and whose expenses shall be paid by Seller and Purchaser in proportion to each party's respective liability as determined by the CPA Firm.
Resolution of All Tax-Related Disputes. Except as otherwise provided in this Article IX, with respect to any dispute or disagreement between the Parties relating to Taxes, the Parties shall cooperate in good faith to resolve such dispute between them; but if the Parties are unable to resolve such dispute, the Parties shall submit the dispute to the Accountant for resolution, which resolution shall be final, conclusive and binding on the Parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses relating to any dispute as to the amount of Taxes owed by either of the Parties shall be paid by Corix, IIF Subway (or SWMAC Holdco), and CIUS, in proportion to each Party’s respective liability for the portion of the Taxes in dispute, as determined by the Accountant.
Resolution of All Tax-Related Disputes. Except as otherwise provided with respect to any dispute or a disagreement relating to Taxes between the Parties, the Parties shall cooperate in good faith to resolve such dispute between them; but if the Parties are unable to resolve such dispute, the Parties shall submit the dispute to the Arbitrating Accountants for resolution, which resolution shall be final, conclusive and binding on the Parties. The fees and expenses relating to any dispute as to the amount of Taxes owed by either of the Parties shall be shared equally by the Sellers and Buyer.
Resolution of All Tax-Related Disputes. Except as otherwise provided, with respect to any dispute or a disagreement relating to Taxes among the parties hereto, the parties hereto shall cooperate in good faith to resolve such dispute between them; but if the parties hereto are unable to resolve such dispute, the parties hereto shall submit the dispute to the Independent Accounting Firm for resolution, which resolution shall be final, conclusive and binding on the parties hereto. The costs, fees and expenses relating to any dispute as to the amount of Taxes owed by any of the parties hereto shall be paid by Buyer, on the one hand, and Seller, on the other hand, in proportion to each such party’s respective liability for the portion of the Taxes in dispute, as determined by the Independent Accounting Firm. In all other cases, costs fees and expenses shall be shared equally by Seller and Buyer.
Resolution of All Tax-Related Disputes. In the event ------------------------------------------ that the Seller and the Buyer cannot agree on the calculation of any amount relating to Taxes or the interpretation or application of any provision of this Agreement relating to Taxes, such dispute shall be resolved by a nationally recognized independent accounting firm or tax attorney at an independent nationally recognized law firm selected by the parties (the "Tax Arbitrator"); provided, however, that if the Buyer and the Seller cannot agree upon the choice ------- ------- of the Tax Arbitrator within 5 business days of one party providing written notice to the other party that it seeks arbitration pursuant to this Section 4.7(i), the Tax Arbitrator shall be selected pursuant to the rules of the AAA. The Tax Arbitrator's fees and expenses shall be borne by the Seller and the Buyer in inverse proportion as they may prevail on the matters resolved by the Tax Arbitrator, which proportionate allocation will also be determined by the Tax Arbitrator at the time it renders its determination on the merits of the matters submitted to it. The determination of the Tax Arbitrator shall be final and binding upon the Buyer and the Seller, shall be deemed a final arbitration award that is binding on each of the Buyer and the Seller, and no party shall seek further recourse to courts, other tribunals or otherwise, other than to enforce such determination. Judgment may be entered to enforce the Tax Arbitrator's determination in any court having jurisdiction over the party against which such determination is to be enforced.
