Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet, the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), the Closing Indebtedness Statement (and the computation of Closing Indebtedness indicated thereon) and the Closing Cash Statement (and the computation of Closing Cash indicated thereon) delivered by Purchaser to the Sellers’ Representative shall be conclusive and binding upon the parties unless the Sellers’ Representative, within 20 Business Days after delivery to the Sellers’ Representative of the Closing Balance Sheet, the Closing Working Capital Statement, the Closing Indebtedness Statement and the Closing Cash Statement, notifies Purchaser in writing that the Sellers’ Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. The parties shall in good faith attempt to resolve any dispute, in which event the Closing Balance Sheet, the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), the Closing Indebtedness Statement (and the computation of Closing Indebtedness indicated thereon) and the Closing Cash Statement (and the computation of Closing Cash indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 Business Days after notice is given by the Sellers’ Representative to Purchaser pursuant to the second preceding sentence, the parties shall refer the dispute to a firm of independent chartered accountants which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of a firm of independent chartered accountants to act as Arbiter, the parties shall request the president of the Institute of Chartered Accountants in England and Wales for the time being to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 Business Days after acceptance of its appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Sellers’ Representative, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital, the Closing Indebtedness and the Closing Cash which shall be conclusive and binding on the parties. All proceedings conducted by the Arbiter shall take place in the city of London. In resolving any disputed item, the Arbiter (a) shall be bound by the provisions of this Section 3.3 and (b) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the Arbiter (1) shall be borne by Purchaser and Sellers in such proportions as finally determined by the Arbiter.
Appears in 1 contract
Samples: Share Purchase Agreement (Warner Electric International Holding, Inc.)
Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet, the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), the Closing Indebtedness Statement (and the computation of Closing Indebtedness indicated thereon) and the Closing Cash Statement (and the computation of Closing Cash indicated thereon) delivered by Purchaser to the Sellers’ ' Representative shall be conclusive and binding upon the parties unless the Sellers’ ' Representative, within 20 Business Days after delivery to the Sellers’ ' Representative of the Closing Balance Sheet, the Closing Working Capital Statement, the Closing Indebtedness Statement and the Closing Cash Statement, notifies Purchaser in writing that the Sellers’ ' Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. The parties shall in good faith attempt to resolve any dispute, in which event the Closing Balance Sheet, the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), the Closing Indebtedness Statement (and the computation of Closing Indebtedness indicated thereon) and the Closing Cash Statement (and the computation of Closing Cash indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 Business Days after notice is given by the Sellers’ ' Representative to Purchaser pursuant to the second preceding sentence, the parties shall refer the dispute to a firm of independent chartered accountants which is mutually agreeable to the parties (the “"Arbiter”") for resolution. If the parties cannot agree on the selection of a firm of independent chartered accountants to act as Arbiter, the parties shall request the president of the Institute of Chartered Accountants in England and Wales for the time being to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 Business Days after acceptance of its appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Sellers’ ' Representative, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital, the Closing Indebtedness and the Closing Cash which shall be conclusive and binding on the parties. All proceedings conducted by the Arbiter shall take place in the city of London. In resolving any disputed item, the Arbiter (a) shall be bound by the provisions of this Section 3.3 and (b) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the Arbiter (1) shall be borne by Purchaser and Sellers in such proportions as finally determined by the Arbiter.
Appears in 1 contract
Samples: Share Purchase Agreement (Altra Industrial Motion, Inc.)
Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet, the Closing Working Capital Date Net Free Cash Amount Statement (and the computation of Closing Working Capital indicated thereon), the Closing Indebtedness Statement (and the computation of Closing Indebtedness indicated thereon) and the Closing Cash Date Unpaid Company Transaction Expenses Statement (and the computation of Closing Cash indicated thereon) delivered by Purchaser Parent to the Sellers’ Holder Representative shall be conclusive and binding upon the parties unless the Sellers’ Holder Representative, within 20 Business Days thirty (30) days after delivery to receipt by the Sellers’ Holder Representative of the Closing Balance Sheet, the Closing Working Capital Statement, the Closing Indebtedness Date Net Free Cash Amount Statement and the Closing Cash Date Unpaid Company Transaction Expenses Statement, notifies Purchaser Parent in writing that the Sellers’ Holder Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. During such thirty (30) day period, the Holder Representative and its advisors, designees and/or agents shall be given reasonable access to the books, records and other data of Parent and the Surviving Corporation necessary for the purpose of reviewing Parent’s Closing Date Net Free Cash Amount Statement and Closing Date Unpaid Company Transaction Expenses Statement and reasonable access to the personnel of Parent and the Surviving Corporation to consult as to the procedures and determinations made by the Surviving Corporation in Parent’s Closing Date Net Free Cash Amount Statement and Closing Date Unpaid Company Transaction Expenses Statement. The parties shall in good faith attempt to resolve any disputedispute and, in which event if the Closing Balance Sheetparties so resolve all disputes, the Closing Working Capital Date Net Free Cash Amount Statement (and the computation of Closing Working Capital indicated thereon), the Closing Indebtedness Statement (and the computation of Closing Indebtedness indicated thereon) and the Closing Cash Statement (and the computation of Closing Cash indicated thereon)Date Unpaid Company Transaction Expenses Statement, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 20 Business Days twenty (20) days after notice is given by the Sellers’ Holder Representative to Purchaser Parent pursuant to the second preceding sentencefirst sentence of this Section 3.7(b)(iii) (or such longer period as the parties may agree), the parties shall refer submit the dispute to a nationally recognized independent accounting firm which is not the regular accounting firm for any of independent chartered accountants the parties and which is mutually agreeable to all of the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of a an independent accounting firm of independent chartered accountants to act as Arbiter, the parties shall request the president of the Institute of Chartered Accountants in England and Wales for the time being American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 Business Days after acceptance of its appointment as The parties shall cooperate fully with the Arbiter, including providing the Arbitrator with access to, and copies of, all books and records that the Arbiter reasonably requests. The determination of the Arbiter shall determine be conclusive and binding upon the parties. The parties shall request that the Arbiter use its commercially reasonable efforts to reach a resolution (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser ) of the dispute as to the computation of the Actual Closing Date Net Free Cash Amount and/or the Actual Unpaid Company Transactions Expenses and the Sellers’ Representative, and not by independent review, only those issues in dispute and shall render a written report as with respect to such findings within thirty (30) calendar days after the submission to the resolution of the dispute and the resulting computation of the Closing Working Capital, the Closing Indebtedness and the Closing Cash which shall be conclusive and binding on the parties. All proceedings conducted by the Arbiter shall take place in the city of LondonArbiter. In resolving any disputed item, the Arbiter (ax) shall be bound by the provisions of this Section 3.3 3.7 and (by) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The Subject to the provisions set forth further below in this Section 3.7(b)(iii), the fees, costs and expenses of the Arbiter shall be allocated to and borne by Parent and the Equityholders based on the inverse of the percentage that the Arbiter’s determination (1before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to one thousand dollars ($1,000) and the Arbiter awards Six Hundred dollars ($600) in favor of the Equityholders’ position, sixty percent (60%) of the costs of its review would be borne by Xxxxxx and forty percent (40%) of the costs would be borne by the Equityholders. Parent shall pay for any and all fees, costs and expenses of the Arbiter that are to be borne by the Equityholders in accordance with the preceding two sentences, and Parent shall be entitled to reimbursement of any such fees, costs and expenses paid by Parent that are to be borne by the Equityholders by exercising a right of set-off against a portion of each Milestone Payment that would thereafter otherwise be payable to the Equityholders pursuant to this Agreement equal to the amount of such fees, costs and expenses. Notwithstanding anything express or implied in the foregoing provisions of this Section 3.7(b)(iii) to the contrary, (i) neither the Holder Representative nor the Equityholders shall have any personal liability or obligation to make payment of such fees, costs and expenses to be borne by the Equityholders, and (ii) the sole recourse and remedy of Parent to obtain reimbursement of any such fees, costs and expenses to be borne by the Equityholders and paid by Parent pursuant to this Section 3.7(b)(iii) shall be borne by Purchaser and Sellers in such proportions as finally determined by exercising a right of set-off against a portion of each Milestone Payment that would thereafter otherwise be payable to the ArbiterEquityholders pursuant to this Agreement pursuant to the foregoing provisions of this Section 3.7(b)(iii).
Appears in 1 contract
Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet, the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), the Closing Indebtedness Statement (and the computation of Closing Indebtedness indicated thereon) and the Closing Cash Statement (and the computation of Closing Cash indicated thereon) delivered by Purchaser Buyer to the Sellers’ Representative Seller shall be conclusive and binding upon the parties Parties unless the Sellers’ RepresentativeSeller, within 20 Business Days days after delivery to the Sellers’ Representative Seller of the Closing Cash Statement, Closing Balance Sheet, Sheet and the Closing Working Capital Statement, the Closing Indebtedness Statement and the Closing Cash Statementthat, in each case, complies with Section 2.2.2 notifies Purchaser Buyer in writing that the Sellers’ Representative Seller disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. During such 20 day period and the pendency of any such disputes, (A) the Buyer and the Company will provide the Seller and its Representatives with reasonable access to (x) any documents, schedules, work papers or other information used in the preparation of the Closing Cash Statement, Closing Balance Sheet and Closing Working Capital Statement and (y) employees of the Company and Buyer responsible for the preparation of the Closing Cash Statement, Closing Balance Sheet and Closing Working Capital Statement and (B) the Seller will provide Buyer with reasonable access to any documents, schedules, work papers or other information used in the preparation of the Closing Cash Statement, Closing Balance Sheet and Closing Working Capital Statement. The parties Parent Parties shall in good faith attempt to resolve any disputesuch dispute and, in which event if the Parent Parties so resolve all such disputes, the Closing Cash Statement, Closing Balance Sheet, Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), the Closing Indebtedness Statement (and the computation of Closing Indebtedness indicated thereon) and the Closing Cash Statement (and the computation of Closing Cash indicated thereon), as amended to the extent necessary to reflect the resolution of such disputes and the disputeagreement thereto of the Parent Parties, shall be conclusive and binding on the partiesParties. If the parties Parties do not reach an agreement in resolving the dispute within 20 Business Days days after notice is given by the Sellers’ Representative Seller to Purchaser Buyer pursuant to the second preceding sentence, the parties Parties shall refer submit the dispute to a an internationally recognized accounting firm of independent chartered accountants which is mutually agreeable acceptable to the parties Seller and Buyer (the “Arbiter”) for resolution. If the parties cannot agree on the selection of a firm of independent chartered accountants to act As promptly as Arbiter, the parties shall request the president of the Institute of Chartered Accountants in England and Wales for the time being to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptlyreasonably practicable, but no later than 20 Business Days days after acceptance of its appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser Buyer and the Sellers’ RepresentativeSeller, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital, amount of Cash at the Closing Indebtedness and the Closing Cash Working Capital which shall be conclusive and binding on the parties. All proceedings conducted by the Arbiter shall take place in the city of LondonParties. In resolving any disputed item, the Arbiter (ax) shall be bound by the provisions of this Section 3.3 2.2 and (by) may not assign a value to any item greater than the greatest value for such items claimed by either party Parent Party or less than the smallest value for such items claimed by either partyParent Party. The fees, costs and expenses of the Arbiter (1the “Arbiter’s Costs”) shall be allocated to and borne by Purchaser Buyer and Sellers in such proportions as finally determined by Seller based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of Seller’s position, 60% of the Arbiter’s Costs of its review would be borne by Buyer and 40% of the Arbiter’s Costs would be borne by Seller.
Appears in 1 contract
Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet, Maximum Purchased Note Purchase Price included in the Closing Working Capital Estimated Valuation Statement pursuant to Section 3.4(b) shall be conclusive and binding upon the parties. Each of the Financial Information Statements (and the computation of Closing Working Capital indicated thereon), the Closing Indebtedness Statement (and the computation of Closing Indebtedness indicated thereon) and the Closing Cash Statement (and the computation of Closing Cash computations indicated thereon) delivered to Starwood by Purchaser to the Sellers’ Representative Vistana shall be conclusive and binding upon the parties unless the Sellers’ RepresentativeStarwood, within 20 Business Days thirty (30) days after delivery to the Sellers’ Representative Starwood of the Closing Balance Sheet, the Closing Working Capital Statement, the Closing Indebtedness Statement and the Closing Cash such Financial Information Statement, notifies Purchaser Vistana in writing that the Sellers’ Representative Starwood disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. During the thirty (30)-day period following receipt by Starwood of the Financial Information Statements, Vistana shall, promptly following a request of Starwood, provide Starwood with copies of all documents, work papers, schedules, memoranda, and records used by or prepared by Vistana or its Representatives in preparing the Financial Information Statements, and Vistana shall, and shall cause its Representatives to, cooperate reasonably with Starwood in connection herewith. The Distribution Date Valuation Statement (and any computations indicated thereon) delivered to Vistana by KPMG shall be conclusive and binding upon the parties unless Vistana, within thirty (30) days after delivery to Vistana of such Distribution Date Valuation Statement, notifies Starwood in writing that Vistana disputes any of the amounts set forth therein (which disputes, to the extent relating to amounts set forth in the Distribution Date Valuation Statement, for the avoidance of doubt, shall not apply to amounts with respect to line items on Annex C identified as not subject to adjustment or the accounting methods, practices, principles, policies or procedures, classifications, judgments or valuation and estimation methodologies that were used in the preparation of Annex C, but shall only apply to amounts with respect to line items on Annex C that are subject to adjustment), specifying the nature of the dispute and the basis therefor. During the thirty (30)-day period following receipt by Vistana of the Distribution Date Valuation Statement, Starwood shall, promptly following a request of Vistana, provide Vistana with, or cause KPMG to provide Vistana with, copies of all documents, work papers, schedules, memoranda, and records used by or prepared by KPMG or its Representatives in preparing the Distribution Date Valuation Statement, and Starwood shall, and shall instruct KPMG and its Representatives to, cooperate reasonably with Vistana in connection therewith. The Parties shall in good faith attempt to resolve any disputedispute and, in which event if the Closing Balance SheetParties so resolve all disputes, then the Closing Working Capital Statement Financial Information Statements (and the computation of Closing Working Capital indicated thereon), the Closing Indebtedness Statement (and the computation of Closing Indebtedness computations indicated thereon) and the Closing Cash Distribution Date Valuation Statement (and the computation of Closing Cash any computations indicated thereon), as applicable and, in each case, as amended to the extent necessary to reflect the resolution of the disputeany disputes, shall be conclusive and binding on the partiesParties. If the parties Parties do not reach agreement in resolving all disputes with respect to the dispute Financial Information Statements within 20 Business Days forty-five (45) days after notice is given to Vistana by the Sellers’ Representative to Purchaser Starwood pursuant to the second preceding sentencesentence of this Section 3.4(d) or if the Parties do not reach agreement in resolving all disputes with respect to the Distribution Date Valuation Statement within forty-five (45) days after notice is given to Starwood by Vistana pursuant to the fourth sentence of this Section 3.4(d), the parties Parties shall refer submit the dispute applicable dispute(s) to a BDO USA, LP or another mutually satisfactory nationally recognized independent accounting firm of independent chartered accountants which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of a firm of independent chartered accountants to act as Arbiter, the parties shall request the president of the Institute of Chartered Accountants in England and Wales for the time being to appoint such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than 20 Business Days thirty (30) days after acceptance of its appointment as Arbiterby the Arbiter with respect to any such dispute, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser Vistana and Starwood (which, for the Sellers’ Representativeavoidance of doubt, may include submissions by KPMG), and not by independent review, only those issues in dispute (which, for the avoidance of doubt, shall not include any amounts with respect to line items on Annex C identified as not subject to adjustment or the accounting methods, practices, principles, policies or procedures, classifications, judgments or valuation and estimation methodologies that were used in the preparation of Annex C, but shall only include amounts with respect to line items on Annex C that are subject to adjustment), and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working CapitalFinancial Information Statements and/or Distribution Date Valuation Statement, the Closing Indebtedness and the Closing Cash as applicable, which shall be conclusive and binding on the parties. All proceedings conducted by the Arbiter shall take place in the city of LondonParties. In resolving any disputed item, the Arbiter (ax) shall be bound by the provisions of this Section 3.3 3.4(d) and (by) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne by Vistana and Starwood based on the inverse of the percentage that the Arbiter’s determination (1before such allocation) shall bears to the total amount of the total items in dispute as originally submitted to the Arbiter. For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of Starwood’s position, 60% of the costs of its review would be borne by Purchaser Vistana and Sellers in such proportions as finally determined 40% of the costs would be borne by the ArbiterStarwood.
Appears in 1 contract
Samples: Matters Agreement (Starwood Hotel & Resorts Worldwide, Inc)
Acceptance of Statements; Dispute Procedures. The Closing Balance Sheet, Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), the Closing Indebtedness Statement (and the computation of Closing Indebtedness indicated thereon) and the Closing Cash Statement (and the computation of Closing Cash Net Customer Deposit Liabilities indicated thereon) delivered by Purchaser to the Sellers’ Stockholder Representative shall be conclusive and binding upon the parties unless the Sellers’ Stockholder Representative, within 20 Business Days thirty (30) days after delivery to the Sellers’ Stockholder Representative of the Closing Balance Sheet, Sheet and the Closing Working Capital Statement, the Closing Indebtedness Statement and the Closing Cash Statement, notifies Purchaser in writing that the Sellers’ Stockholder Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. The parties shall in good faith attempt to resolve any disputedispute and, in which event if the parties so resolve all disputes, the Closing Balance Sheet, Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), the Closing Indebtedness Statement (and the computation of Closing Indebtedness indicated thereon) and the Closing Cash Statement (and the computation of Closing Cash Net Customer Deposit Liabilities indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties Purchaser and the Stockholder Representative do not reach agreement in resolving the dispute within 20 Business Days sixty (60) days after notice is given by the Sellers’ Stockholder Representative to Purchaser pursuant to the second preceding sentence, the parties shall refer submit the dispute to a firm of independent chartered accountants which is mutually agreeable to the parties (the “Arbiter”) Independent Valuation Firm for resolution. If Each of Purchaser and the parties cannot agree on Stockholder Representative agrees to execute, if requested by the selection of Independent Valuation Firm, a firm of independent chartered accountants to act as Arbiter, reasonable engagement letter. Purchaser and the parties Stockholder Representative shall request cooperate with the president of Independent Valuation Firm and promptly provide all documents and information requested by the Institute of Chartered Accountants in England and Wales for the time being to appoint such a firm, and such appointment shall be conclusive and binding on the partiesIndependent Valuation Firm. Promptly, but no later than 20 Business Days thirty (30) days after acceptance of its appointment as Arbiterthe Independent Valuation Firm, the Arbiter Independent Valuation Firm shall determine (it being understood that in making such determination, the Arbiter Independent Valuation Firm shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and the Sellers’ Stockholder Representative, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Working Capital, the Closing Indebtedness and the Closing Cash Capital which shall be conclusive and binding on the partiesparties hereto. All proceedings conducted by the Arbiter Independent Valuation Firm shall take place in the city of LondonHouston, Texas. In resolving any disputed item, the Arbiter Independent Valuation Firm (ai) shall be bound by the provisions of this Section 3.3 2.4 and (bii) may not assign a value to any item greater than the greatest value for such items claimed by either party Purchaser or Stockholder Representative or less than the smallest value for such items claimed by either partythereof. Judgment may be entered to enforce such report in any court of competent jurisdiction. The fees, costs and expenses of the Arbiter Independent Valuation Firm shall be allocated to and borne by Purchaser and the Selling Stockholders based on the inverse of the percentage that the Independent Valuation Firm’s determination (1before such allocation) shall bears to the total amount of the total items in dispute as originally submitted to the Independent Valuation Firm. For example, should the items in dispute total in amount to $1,000 and the Independent Valuation Firm awards $600 in favor of the Selling Stockholders’ position, 60% of the costs of its review would be borne by Purchaser and Sellers in such proportions as finally determined 40% of the costs would be borne by the ArbiterSelling Stockholders.
Appears in 1 contract
