Adjustment Dispute Resolution Sample Clauses

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...
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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.
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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.
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Adjustment Dispute Resolution. If the Stockholder Representative and Parent are unable to reach agreement concerning the Closing Date Balance Sheet and the Adjusted Enterprise Value pursuant to Section 3.1(c), they shall submit such dispute to KPMG LLP or, if KPMG LLP has a prior relationship with any of Parent, the Company or any of their respective Affiliates or is not available, a nationally recognized independent accounting expert mutually acceptable to Parent and the Stockholder Representative (the “Accounting Referee”) for resolution pursuant to this Section 3.1(d) and instruct the Accounting Referee to review the disputed items or amounts for the purpose of final determination of the Adjusted Enterprise Value. In making such determination and calculations, the Accounting Referee shall consider only those items or amounts in the Closing Date Balance Sheet and/or the Parent Determination as to which line item determination(s) 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 30 days after submission of the dispute to the Accounting Referee) 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 Participating Rights Holders, Parent and the Surviving Corporation, and the resulting Closing Date Balance Sheet and calculation of the Adjusted Enterprise Value shall be final for all purposes of this Agreement. The fees, costs and expenses of the Accounting Referee shall be borne (i) by Parent if the aggregate difference between the finally determined Adjusted Enterprise Value and Parent’s calculation of such amount at the time the disagreement(s) were submitted to the Accounting Referee is greater than the aggregate difference between the finally determined Adjusted Enterprise Value and the Stockholder Representative’s calculation of such amount at the time the disagreement(s) were submitted to the Accounting Referee, (ii) by Stockholder Representative if the aggregate difference between the finally determined Adjusted Enterprise Value and Stockholder Representative’s calculation of such amount at the time the disagreement(s) were submitted to the Accounting Referee is greater than the aggregate difference between the finally determined Adjusted Enterprise Value ...
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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
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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. (ii) If any dispute is submitted to the Independent Accountants for resolution, Buyer and Seller shall execute any agreement required by the Independent Accountants to accept such engagement, and such agreement shall provide that the Independent Accountants' determination shall not be in an amount that is outside the range of the disagreement between Buyer and Seller, and shall be solely based on submissions made by Buyer and Seller. (iii) Furthermore, Buyer and Seller agree that such resolution by the Independent Accountants shall be deemed conclusive of the matter. (iv) Buyer and Seller shall each bear one-half of the fees and costs of such Independent Accountants.
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Related to Adjustment Dispute Resolution

  • I2 Dispute Resolution The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the finance director of the Contractor and the commercial director of the Authority.

  • Formal Dispute Resolution 10.6.1 If the Parties are unable to resolve the dispute through the informal procedure described in Section 10.5, then either Party may invoke the formal Dispute Resolution procedures described in this Section 10.6. Unless agreed among all Parties, formal Dispute Resolution procedures, including arbitration or other procedures as appropriate, may be invoked not earlier than sixty (60) calendar days after receipt of the letter initiating Dispute Resolution under Section 10.3.

  • Initial Dispute Resolution If a dispute arises out of or relates to this Contract or its breach, the parties shall endeavor to settle the dispute first through direct discussions between the parties’ representatives who have the authority to settle the dispute. If the parties’ representatives are not able to promptly settle the dispute, they shall refer the dispute to the senior administrators of the parties who have the authority to settle the dispute, who shall meet within fourteen days thereafter. If the dispute is not settled by the senior administrators, the parties may submit the dispute to mediation in accordance with Paragraph 5.2.3.2.

  • Informal Dispute Resolution (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration), the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each of the Parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

  • Alternate Dispute Resolution In the event of any issue of controversy under this Agreement, the PARTIES may pursue Alternate Dispute Resolution procedures to voluntarily resolve those issues. These procedures may include, but are not limited to, conciliation, facilitation, mediation, and fact finding.

  • Dispute Resolution All or any disputes arising out or touching upon or in relation to the terms and conditions of this Agreement, including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties, shall be settled amicably by mutual discussion, failing which the same shall be settled through the adjudicating officer appointed under the Act.

  • Informal Dispute Resolution Process 1. In the event there is a dispute under this Centralized Contract, the Contractor, OGS and Authorized User agree to exercise their best efforts to resolve the dispute as soon as possible. The Contractor, OGS and Authorized User shall, without delay, continue to perform their respective obligations under this Centralized Contract which are not affected by the dispute. Primary responsibility for resolving any dispute arising under this Centralized Contract shall rest with the Authorized User’s Contractor Coordinators and the Contractor’s Account Executive and the State & Local Government Regional General Manager. 2. In the event the Authorized User is dissatisfied with the Contractor’s Products provided under this Centralized Contract, the Authorized User shall notify the Contractor in writing pursuant to the terms of the Contract. In the event the Contractor has any disputes with the Authorized User, the Contractor shall so notify the Authorized User in writing. If either party notifies the other of such dispute, the other party shall then make good faith efforts to solve the problem or settle the dispute amicably, including meeting with the party’s representatives to attempt diligently to reach a satisfactory result through negotiation. 3. If negotiation between the Contractor and Authorized User fails to resolve any such dispute to the satisfaction of the parties within fourteen (14) business days or as otherwise agreed to by the Contractor and Authorized User, of such notice, then the matter shall be submitted to the State's Contract Administrator and the Contractor’s senior executive officer representative. Such representatives shall meet in person and shall attempt in good faith to resolve the dispute within the next fourteen (14) business days or as otherwise agreed to by the parties. This meeting must be held before either party may seek any other method of dispute resolution, including judicial or governmental resolutions. Notwithstanding the foregoing, this section shall not be construed to prevent either party from seeking and obtaining temporary equitable remedies, including injunctive relief. 4. The Contractor shall extend the informal dispute resolution period for so long as the Authorized User continues to make reasonable efforts to cure the breach, except with respect to disputes about the breach of payment of fees or infringement of its or its licensors’ intellectual property rights.

  • Dispute Resolution Procedure 21.1 All disputes or grievances arising between the Parties shall as far as practical be resolved at the workplace level through consultation. Accordingly the following procedure must be followed: 21.1.1 Initially the Employee shall discuss any grievance, dispute or claim with their immediate supervisor; 21.1.2 If the matter is not resolved at such a meeting, the Parties may hold further discussions with appropriate senior levels of management; 21.1.3 If the matter cannot be resolved at the workplace level, the Parties agree to refer the matter to Enterprise Initiatives Pty Ltd who will engage a third party mediator to mediate the dispute. Any such mediator will conduct the mediation in accordance with the provisions of Part 13, Division 6 of the Act. 21.2 To the extent that the dispute concerns Employee entitlements or Employer obligations under the Agreement the Employer will ask for the Employee's agreement to seek advice from EI Legal Pty Ltd. 21.3 This dispute resolution procedure does not apply to Employees where the Employer has given notice and reasons for termination according to clause 5 of the Agreement. 21.4 Where the Parties agree to pursue mediation the Parties:- 21.4.1 Will participate in the mediation process in good faith; 21.4.2 Acknowledge the right of other to appoint in writing, another person to act on their behalf in relation to the mediation process; 21.4.3 Agree not to commence any action against the other; and 21.4.4 Agree that during the time when the Parties attempt to resolve the matter: i) the Parties continue to work in accordance with the contract of employment unless the Employee has a reasonable concern about an imminent risk to his or her health or safety; and ii) subject to relevant provisions of any state or territory occupational safety law, even if the Employee has a reasonable concern about an imminent risk to his or her health or safety, the Employee must not unreasonably fail to comply with a direction by his or her Employer to perform other available work, whether at the same workplace or another workplace, that is safe and appropriate for the Employee to perform; and iii) the Parties must cooperate to ensure that the dispute resolution procedures are carried out as quickly as is reasonably possible.

  • Dispute Resolution; Arbitration This Agreement evidences a transaction involving interstate commerce. Any disputes arising from this Agreement shall be decided by binding arbitration which shall be conducted, at the request of any party, in New York, New York, before one arbitrator designated by the American Arbitration Association (the "AAA"), in accordance with the Commercial Arbitration Rules of the AAA, and to the maximum extent applicable, the United States Arbitration Act (Title 9 of the United States Code). Notwithstanding anything in this Agreement to the contrary, any party may proceed to a court of competent jurisdiction to obtain equitable relief at any time. An arbitrator shall have no authority to award punitive damages or other damages not measured by the prevailing party's actual damages. To the maximum extent practicable, an arbitration proceeding under this Agreement shall be concluded within 180 days of the filing of the dispute with the AAA. This arbitration clause shall survive any termination, amendment, or expiration of the Agreement and if any provision of this arbitration clause is found to be unenforceable, the remaining parts of the arbitration clause shall not be affected and shall remain fully enforceable.

  • Alternative Dispute Resolution Prior to filing of litigation, the parties may select non-binding mediation as a method of conflict resolution for issues arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction. The parties agree that if non-binding mediation is chosen as a resolution process, the parties must agree to the chosen mediator(s) and that all mediation venue shall be at a location in Xxx Xxxxx County, Texas or agreed by the parties. The parties agree to share equally the cost of the mediation process and venue cost.

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