Adjustment Dispute Resolution. To resolve any disputes in connection with the calculation of Adjustment Items that are not resolved pursuant to the procedures set forth in Section 3.04(a) above, the parties shall submit the dispute to Ernst & Young LLP, certified public accountants, or such other nationally recognized firm of independent public accountants that does not serve as an auditor of, or consultant to, Holdco, Seller or any of their respective Affiliates (an "Independent Accounting Firm") as may be jointly selected by Seller and Holdco, who shall, acting as experts and not as arbitrators, determine on the basis of the standards set forth herein and only with respect to the remaining differences so submitted, whether and to what extent, if any, an Adjustment Item at issue requires adjustment. The Independent Accounting Firm will base its determination only on evidence brought to it by the parties and shall not conduct an audit. The Independent Accounting Firm shall deliver its written determination to Holdco and Seller no later than the thirtieth (30th) day after the submission to it of the Disagreement Notice and/or Second Disagreement Notice and a statement of the objections of Holdco or Seller, as the case may be, thereto, and, in any case, as soon as practicable after such submission. The Independent Accounting Firm's determination shall be conclusive and binding upon the parties. With respect to each disputed Adjustment Item, the fees and disbursements of the Independent Accounting Firm associated with determining that Adjustment Item shall be allocated between Holdco and Seller in inverse proportion to the allocation of the disputed amount of such Adjustment Item made by the Independent Accounting Firm between Holdco and Seller. For example, if Seller contended that the amount of the Prepayments Adjustment Item was $300,000 and Holdco delivered a Second Disagreement Notice objecting to such amount contending that is was only $200,000, then the amount in dispute with respect to such Adjustment Item would be $100,000. Accordingly, if the Independent Accounting Firm determined that the correct amount was $260,000, Holdco would pay 60% and Seller would pay 40% of the fees and disbursements associated with the Independent Accounting Firm's determination of the Prepayment amount. For purposes of the foregoing calculation, the parties shall instruct the Independent Accounting Firm to provide a breakdown of its overall fees and disbursements between each Adjustment Item which is s...
Adjustment Dispute Resolution. If the Stockholder Representative and Parent are unable to reach agreement concerning the Closing Date Balance Sheet and Closing Working Capital pursuant to Section 2.6(e), they shall submit such dispute to Deloitte & Touche LLP or such other independent accounting expert as Parent and the Stockholder Representative may agree (the “Accounting Referee”) for resolution pursuant to this Section 2.6(f) and instruct the Accounting Referee to review the disputed items or amounts for the purpose of final determination of the Closing Date Balance Sheet and the calculation of Closing Working Capital, as the case may be. In making such determination and calculations, the Accounting Referee shall consider only those items or amounts in the Closing Date Balance Sheet and/or Parent’s calculation of Closing Working Capital as to which the Stockholder Representative has disagreed in writing. Parent and the Stockholder Representative shall instruct the Accounting Referee to use its best efforts to deliver to the Stockholder Representative and Parent as promptly as practicable (but in no event later than thirty (30) days after submission) a report setting forth the Accounting Referee’s calculation of the disputed amounts. Such report shall be final and binding upon the Stockholder Representative, the Stockholders, Parent and the Surviving Corporation and the resulting Closing Date Balance Sheet and calculation of Closing Working Capital shall be final for all purposes of this Agreement. Parent, on the one hand, and the Stockholder Representative on behalf of the Stockholders, on the other hand, shall each pay their own fees and expenses and one-half of the costs and charges of the Accounting Referee’s review and report. The Stockholders’ share of these costs will be deducted from the Escrow Amount, subject to the limitations set forth in Section 9.5(b).
Adjustment Dispute Resolution. Should the Lessee disagree with the lease rent adjustment proposed by the Port Director, the Lessee shall pay for an appraisal and have the appraisal undertaken in accordance with the requirements set out in 05 CBJAC 50.050. In the event the Docks and Harbors Board disagrees with an appraisal, and the Board can not reach an agreement with the lessee on the lease rent adjustment, the Board shall pay for an additional appraisal and have the appraisal undertaken in accordance with the requirements set out in 05 CBJAC 50.
Adjustment Dispute Resolution. If Seller and Purchaser are unable to reach agreement concerning the Closing Date Balance Sheet or Closing Liquid Working Capital pursuant to Section 1.4(a), then they shall submit such dispute to regionally recognized, mid-sized independent accounting firm based in Los Angeles County, California, selected by Seller and reasonably acceptable to Purchaser (the “Accounting Referee”) for resolution pursuant to this Section 1.4(a) and shall instruct the Accounting Referee to review the disputed items or amounts for the purpose of final determination of the Closing Date Balance Sheet and the calculation of Closing Liquid Working Capital, as the case may be. In making such determination and calculations, the Accounting Referee shall consider only those items or amounts in the Closing Date Balance Sheet as to which the parties have disagreed in writing. Purchaser and the Seller shall instruct the Accounting Referee to use its commercially reasonable efforts to deliver to the Seller and Purchaser as promptly as practicable (but in no event later than fourteen (14) days after submission) a report setting forth the Accounting Referee’s calculation of the disputed amounts. Such report shall be final and binding upon the Seller, the Seller, and Purchaser and the resulting Closing Date Balance Sheet and calculation of Closing Working Capital and Closing Indebtedness shall be final for all purposes of this Agreement. The fees and expenses of the Accounting Referee shall be paid by the Company.
Adjustment Dispute Resolution. (a) If the Parties are unable to resolve any disagreements regarding the calculation of the relevant Purchase Price under Section 2.5(b) within 30 Days of the relevant Closing Date, they shall promptly thereafter retain an accounting firm of international recognition with expertise in the oil and gas industry which is independent of the Parties, is not the auditor of any Party or any of their respective Affiliates and is otherwise acceptable to Orca and Swala acting reasonably (the "Accounting Referee"). If the Parties are unable to agree on the selection of the Accounting Referee, either Party may request that the ICC International Centre for ADR, in accordance with the Rules of Appointment, appoint an expert to serve as the Accounting Referee, which selection shall be binding on the Parties. The Parties will direct the Accounting Referee to review this Agreement and the items or amounts to which the applicable Party took exception for the purpose of calculating the relevant Purchase Price (it being understood that in making such calculation, the Accounting Referee shall be functioning as an expert and not as an arbitrator). In making such calculation, the Accounting Referee shall consider only those items or amounts in the relevant Adjustment Statement and any calculation of the relevant Purchase Price that had been previously agreed by the Parties or that became binding upon the Parties. The Accounting Referee shall be instructed to deliver to Orca and Swala, as promptly as practicable (but in any case, no later than 30 Days from the date of engagement of the Accounting Referee), a report setting forth such calculation. Such report shall be final and binding upon Orca and Swala. The cost of such review and report shall be borne by Orca and Swala in their Percentage Interests.
Adjustment Dispute Resolution. If Buyer advises Seller that it has no objections to Seller's determination of the Draft Closing Balance Sheet and the Adjusted Purchase Price, the Draft Closing Balance Sheet shall be the Closing Balance Sheet and Seller's determination of the Adjusted Purchase Price shall become the
Adjustment Dispute Resolution. The parties shall use commercially reasonable efforts to resolve any disputes or controversies arising out of or in connection with the Adjustments. If such disputes and controversies are not so resolved within 30 days after the parties' first meeting regarding such matters (or if a party does not use commercially reasonable efforts to schedule and attend such a meeting), then such disputes and controversies shall be submitted to an independent accounting firm with a national reputation jointly selected by Buyer and the Shareholder (the "Independent Accountant") who shall attempt to resolve the parties' disagreements about the Disputed Amounts by providing the parties with their written judgment and analysis of the appropriate Adjusted Principal Amount. If Buyer and the Shareholder still have not resolved all their disagreements regarding the Disputed Amounts by the 30th day after Buyer's and Shareholder's receipt of this written judgment and analysis by the Independent Accountant (which shall be delivered to the parties within 30 days after submission to such Independent Accountant), the parties may submit such disagreements to arbitration pursuant to the following procedures (all other disputes and controversies arising in connection with this Agreement or the Related Agreements shall be resolved by agreement of the parties or by a court of law as described in Section 7.1:
Adjustment Dispute Resolution. (a) If prior to the expiration of the Sellers' Review Period, the Sellers deliver an Adjustment Dispute Notice to the Buyer, then for a period of twenty (20) days following the Buyer's receipt of the Adjustment Dispute Notice (the "Negotiation Period"), the Buyer and the Seller shall negotiate in good faith to resolve the dispute. If the dispute is not finally resolved by the parties within the Negotiation Period, then the dispute shall be referred to an accounting firm mutually agreed upon by the parties or, if the parties cannot agree, to the New York office of Price Waterhouse & Co. (the "Arbitrator") for resolution in accordance with the terms hereof (the "Arbitration"), and in any event as soon as practicable. In the event that the parties cannot agree on an accounting firm and Price Waterhouse & Co. is then unwilling or unable to serve as the Arbitrator, the parties hereto shall, within fifteen (15) days following the parties' receipt of notice from Price Waterhouse & Co. thereof, select by mutual written agreement another nationally recognized certified public accounting firm to serve as the Arbitrator.
Adjustment Dispute Resolution. (i) Buyer and Seller shall attempt in good faith to resolve any such dispute, but if such dispute is not resolved within fifteen (15) Business Days after the date that Buyer receives the Working Capital Adjustment Dispute Notice, then either Seller or Buyer may refer such dispute to the Independent Accountants for resolution.
