Accounting Dispute Resolution Sample Clauses
POPULAR SAMPLE Copied 8 times
Accounting Dispute Resolution. If there are remaining disputes under Section 2.5(a), Purchaser and Seller shall submit the disputed items (and only the disputed items) for resolution to an independent accounting firm mutually appointed by Purchaser and Seller (the “Independent Accounting Firm”), who shall determine and report to the parties and such report shall be final, binding and conclusive on the parties hereto. If the Purchaser and Seller cannot agree on the Independent Accounting Firm, the parties agree to engage the American Arbitration Association (“AAA”) to appoint the Independent Accounting Firm, and Seller and Purchaser will each initially pay half of any fee that the AAA charges in connection with such services. None of Seller or Purchaser or their respective representatives will have any ex parte communications or meetings with the Independent Accounting Firm concerning any matter arising under or related to this Agreement or any dispute referred to the Independent Accounting Firm pursuant to this Agreement without the prior written consent of Seller or Purchaser, as applicable. The Independent Accounting Firm shall determine any disputed items within 30 days after they are submitted to it. If any disputed items are submitted to the Independent Accounting Firm for resolution, (i) the proceedings, if any, shall be held in a mutually agreed location, (ii) each party shall furnish to the Independent Accounting Firm such work papers and other documents and information relating to such objections as the Independent Accounting Firm may reasonably request and are available to that party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the determination of the matters in dispute and to discuss such determination with the Independent Accounting Firm, (iii) each of the parties shall assign a value to each disputed item and the Independent Accounting Firm shall determine each disputed item separately (based on the determination that most closely complies with the terms of this Agreement) but shall not assign a value to any disputed item that is greater than the greatest value for such disputed item assigned to it by either party or less than the smallest value for such disputed item assigned to it by either party, (iv) the Independent Accounting Firm shall make its calculation of the disputed items in accordance with this Agreement and shall set forth such calculation ...
Accounting Dispute Resolution. In the event of an application of this Section pursuant to Section 2.2(d), the parties hereby agree to rely upon Deloitte & Touche (the "Accountant") to render a binding decision as to the amount of Third Party Management Fees. Each party shall submit, within ten (10) business days after Reconciliation Period, their calculation of the Third Party Management Fees and the basis of said calculation. Within fifteen (15) business days of said submissions, the Accountant shall render his decision. All fees and expenses of the Accountant shall be divided equally between RM and CRLP. In the event of the death or unavailability of the Accountant, the parties shall attempt to agree upon an accountant whose decision as to the amount of Third Party Management Fees shall be binding. If the parties are unable to agree, within seven (7) business days, upon an accountant, each shall appoint an accountant, within three (3) business days, and the two so selected shall appoint a third accountant. If the two so selected are unable to agree, within seven (7) business days, on a third accountant, the third accountant shall be appointed pursuant to an action brought for such purpose before the New York State Supreme Court situated in Manhattan, upon application of either party. Each party shall submit, within fifteen (15) business days after the appointment of the necessary accountant(s), their calculation of the Third Party Management Fees and the basis for said calculation. Within fifteen (15) business days of said submissions, the accountants shall render their decision. A decision as to the amount of Third Party Management Fees by a majority of the accountants shall be binding upon both parties; provided, however, if a majority of the accountants are unable to agree on an amount, then the average of the calculations of the two closest accountants shall be binding on both parties. The fees and expenses of the third accountant shall be divided equally between RM and CRLP. All other expenses shall be borne by the party incurring them. All accountants appointed pursuant to this Section 25 shall be certified public accountants with at least fifteen (15) years experience.
Accounting Dispute Resolution. (a) Subject to Section 3.8(c), Connetics shall have two (2) years after receipt of any Royalty pursuant to this Agreement to dispute the amount of any such Royalty pursuant to this Agreement (a "Dispute").
(b) If the Parties are unable to resolve any Dispute under this Article 3 within the thirty (30) day period after receipt of a written notice of the disputed amount or such other period as the Parties may agree, the Parties shall select by mutual agreement a nationally recognized certified public accounting firm (the "Arbitrating Accountant") to settle such Dispute as soon as practicable. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. Any arbitration before the Arbitrating Accountant shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association.
(c) The Arbitrating Accountant's award with respect to any Dispute shall be final and binding upon the Parties and judgment may be entered on the award.
(d) The fees and expenses of the Arbitrating Accountant with respect to any Dispute shall be paid by the Party against whom the award is issued. The Parties otherwise shall bear their own expenses of the proceeding.
(e) Notwithstanding anything to the contrary in Article 11, all accounting disputes will be handled under this Article.
Accounting Dispute Resolution. (a) Any dispute with respect to amounts of $1 million or less due or payable under this Agreement or other calculations hereunder of amounts of $1 million or less between the Parties arising out of or relating to this Agreement shall be resolved as provided in this Section 12.3. The Parties agree to attempt in good faith to resolve any such disputes. Except with respect to any indemnification claim arising under Article XVII, which shall not be subject to the procedures of this Section 12.3, in the event the Parties are unable to resolve any such dispute, after negotiating in good faith for a period of not less than ten (10) Business Days, either Party may request a nationally recognized firm of independent accountants mutually agreeable to the Parties (the “Accountants”) to reconcile any amounts in dispute; provided, however, that the Accountants’ determination shall be limited to the amount disputed by the Parties and in no event shall such determination provide for a payment to any Party higher than the amount claimed by the Party to be owed to such Party. Any such request shall be in writing and shall specify with particularity the disputed amounts being submitted for determination. Each Party agrees to promptly and in good faith take all necessary action to designate the Accountants no later than ten (10) Business Days after a request that such a designation be made. The Parties shall cooperate fully in assisting the Accountants in their review, including by providing the Accountants full access to all files, books and records (including work papers of internal and independent accountants of the Parties) relevant thereto and providing such other information as the Accountants may reasonably request in connection with any such review. Notwithstanding the generality of the foregoing, the Parties shall not be required to provide the Accountants with access to records to the extent that (i) such access is prohibited by Applicable Law, (ii) such records are legally privileged or (iii) such records relate to other customers of, or credit programs operated by, the Party (except as may be necessary or appropriate in connection with any consideration of the terms and conditions of Comparable Partner Programs and Competing Retail Programs as contemplated by this Agreement to the extent such terms and conditions are publicly known or otherwise known and not subject to any confidentiality obligations on the part of either Party). In the event the determination ma...
Accounting Dispute Resolution. If any disputes with respect to the proposed Final Effective Date Balance Sheet and the proposed Final Adjustment Amount cannot be resolved by the Buyer and the Seller within thirty (30) calendar days after the delivery of the Seller's objections to the proposed Final Effective Date Balance Sheet either Buyer, on the one hand, or the Seller, on the other hand, may demand that the specific matters in dispute be submitted for resolution to the Independent Accountants. In such event, the Parties shall mutually cooperate in the engagement of the Independent Accountants, which shall include defining the scope of activities of the Independent Accountants, as well as the fees to be paid for such services. As promptly as practicable, but in no event later than thirty (30) days after such demand, each of Buyer and the Seller shall deliver to the Independent Accountants written submissions supporting their respective positions with respect to such dispute, and the Independent Accountants shall attempt to resolve such dispute as promptly as practicable. Absent manifest fraud, the decision of the Independent Accountants with respect to the Final Effective Date Balance Sheet, or the calculation of the Final Adjustment Amount, or any adjustment to the Estimated Purchase Price and any dispute relating thereto, shall be final and binding on the Parties. The costs and expenses of the Independent Accountants shall be borne equally by Buyer and the Seller.