Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if the Sellers have any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income or Revenue for any purpose hereunder, then Buyer or the Sellers, as the case may be, will notify the other, in writing, of each disputed amount (collectively, the "Disputed Amounts"), specifying the grounds for such dispute, within 15 Business Days after delivery of the Closing Financial Statements, the Performance Period Financial Statements or other notice containing such determination, as the case may be. If Buyer and the Sellers cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm reasonably acceptable to Buyer and the Sellers (the "Independent Accounting Firm"). If Buyer and the Sellers do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Buyer and the Sellers will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Buyer and the Sellers. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable; (ii) will be prepared in accordance with GAAP and this Agreement; and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm will be allocated evenly between Buyer and the Sellers, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more than 10% of the Actual Net Working Capital, Adjusted Income or Revenue claimed by the party raising the Disputed Amounts, then the other party shall pay all expenses related to the engagement of the Independent Accounting Firm.
Accounting Disputes. Notwithstanding anything to the contrary contained in this Section 12.11, any controversy, dispute or claim arising under this Agreement related to or arising out of accounting matters relating to this Agreement shall be resolved by means of discussions between the regularly retained independent certified public accountants of Parent and Times Mirror. In the event that the independent certified public accountants of each of Parent and Times Mirror are unable to resolve the dispute within 60 days after the dispute is first submitted to them, then a third independent certified public accountant of recognized national standing shall be selected by the independent certified public accountants of each of Parent and Times Mirror and the determination of such third independent certified public accountant, with respect to the matter in dispute, shall be rendered within 45 days after the dispute has been submitted to it and such determination shall be final and binding on all of the parties hereto.
Accounting Disputes. If: (i) the Dispute arises out of the determination of any amount under Section 2.1 (relating to a Pre-Spin Tax Return) or Article III (relating to payment of Taxes and other amounts); or (ii) any other Dispute under this Agreement that the Parties agree should be resolved pursuant to this Section 12.2(a) (each, an “Accounting Dispute”), then, subject to Section 12.1, the Parties shall jointly retain an Independent Firm acceptable to the Parties to resolve the Accounting Dispute. If the Parties cannot agree upon an Independent Firm in accordance with this Section 12.2(a) within ten (10) days from the receipt by a Party of the Dispute Notice relating to such Accounting Dispute, then either Party may request that the American Arbitration Association (“AAA”) appoint a partner in an Independent Firm (other than an accounting firm that is then providing auditing services to any Party). The Independent Firm or partner selected by the Parties or the AAA, as the case may be (the “Accounting Arbitrator”), shall act in accordance with the Expedited Procedures of the AAA’s Commercial Arbitration Rules to resolve all points of disagreement, and its decision shall be final and binding upon the Parties and may be entered and enforced in any court having jurisdiction. Following the decision of the Accounting Arbitrator, the Parties shall each promptly take or cause to be taken any action necessary to implement the decision of such Accounting Arbitrator.
Accounting Disputes. AVI and WVI shall each designate an individual who shall be responsible for resolving any disputes as to accounting with respect to the Joint Venture. On failure of such individuals to reach agreement within a reasonable time, the dispute shall be submitted, at the request of either Member, to the public accounting firm which has been engaged to audit the books of the Joint Venture or if no accounting firm has been so engaged, then to a public accounting firm mutually agreeable to the Members. In such case the determination of the accounting firm shall be final and binding on the Members in all cases.
Accounting Disputes. In the event the parties dispute any Montlhly Report, the parties shall jointly submit their dispute to a national or regional accounting firm with offices in Los Angeles, California, mutually selected by them and with respect to which no party hereto has had any relationship in the past three years (the “Arbitrating Accountant”) for final determination, whose determination shall be made within thirty (30) days of the date the dispute is submitted to the Arbitrating Accountant; provided, however, that the determination of the Arbitrating Accountant shall be limited exclusively to the determination of the amount of Gross Margin for the period covered by the Monthly Report at issue and related accounting matters, as applicable, and shall not in any manner address the interpretation or legal effect of any other provision of this Agreement. The Arbitrating Accountant shall be permitted to conduct its own independent investigation of the disputed items as well as hear presentations of the disputed items from the parties. The fees and expenses of the Arbitrating Accountant will be shared by the parties equally. The Arbitrating Accountant’s determination shall be final and binding on the Parties and shall be enforceable in a court of law. For purposes of complying with this Section the Parties will promptly furnish to each other and to the Arbitrating Accountant such work papers and other documents and information relating to the disputed items as the Arbitrating Accountant may request and are available to that party and will be afforded the opportunity to present to the Arbitrating Accountant any material related to the disputed items and to discuss the items with the Arbitrating Accountant. The Parties may require that the Arbitrating Accountant enter into a customary form of confidentiality agreement with respect to the work papers and other documents provided to the Arbitrating Accountant.
Accounting Disputes. 48 (b) Arbitration................................................................48 (c) Equitable Enforcement......................................................49 SECTION 12.12. Interpretation of this Agreement...........................................49 (a) Construction...............................................................49 (b) Knowledge..................................................................50 (c) Governing Law..............................................................50 (d) Headings, Exhibits and Schedules...........................................50 SECTION 12.13. Survival of Representations................................................50 SECTION 12.14. No Consequential or Punitive Damages.......................................50 TABLE OF EXHIBITS
Accounting Disputes. Notwithstanding Section 10.3, if any dispute of an accounting or valuation nature is not resolved after compliance with the procedures set forth in Section 10.2, either Party may submit the dispute to the Independent Accounting Firm. Unless otherwise agreed by the Parties, any dispute resolution meetings under this Section 10.4 shall be held at a location convenient to both Parties in New York City. Any determination made by the accounting firm shall be final and binding upon the Parties. Any such meetings with the accounting firm shall be conducted in the English language.
Accounting Disputes. The parties hereto agree that the provisions of this Article 14 shall have no application to the matters governed by Section 3.6 or any decision emanating out of the dispute resolution procedures provided for in Section 3.6.
Accounting Disputes. Notwithstanding anything to the contrary ------------------- contained in this Section 14.11, any controversy, dispute or claim arising under this Agreement related to or arising out of accounting matters relating to this Agreement shall be resolved by means of discussions between the regularly retained independent certified public accountants of McGraw-Hill and Times Mirror. In the event that the independent certified public accountants of each of McGraw-Hill and Times Mirror are unable to resolve the dispute within 60 days after the dispute is first submitted to them, then a third independent certified public accountant of recognized national standing shall be selected by the independent certified public accountants of each of McGraw-Hill and Times Mirror and the determination of such third independent certified public accountant, with respect to the matter in dispute, shall be rendered within 45 days after the dispute has been submitted to it and such determination shall be final and binding on all of the parties hereto.
Accounting Disputes. Notwithstanding anything to the contrary contained in this Section 13.11, any controversy, dispute or claim arising under this Agreement related to or arising out of accounting matters relating to this Agreement shall be resolved by means of discussions between the regularly retained independent certified public accountants of Acquiror and Times Mirror. In the event that the independent certified public accountants of each of Acquiror and Times Mirror are unable to resolve the dispute within 60 days after the dispute is first submitted to them, then a third independent certified public accountant of recognized national standing shall be selected by the independent certified public accountants of each of Acquiror and Times Mirror and the determination of such third independent certified public accountant, with respect to the matter in dispute, shall be rendered within 45 days after the dispute has been submitted to it and such determination shall be final and binding on all of the parties hereto. The fees, costs and expenses of such third accounting firm shall be borne equally by Times Mirror and Acquiror.
