Common use of Calculation of Gain Clause in Contracts

Calculation of Gain. The amount of Gain shall be calculated by Seller or its designee no later than December 15 of the year in which the Closing occurs and shall be reviewed and verified by Buyer or its designee, which shall be allowed full access to Seller's books and records for such purposes. In the event of a dispute as to the amount of Gain, Seller and Buyer shall use reasonable efforts to resolve such dispute and, if the dispute cannot be resolved after such reasonable efforts, the amount of Gain treated as ordinary income for federal income tax purposes shall be determined by an independent arbitrator as follows: the dispute shall be submitted to an independent arbitrator designated by the American Arbitration Association under the expedited procedures then in effect for the resolution of commercial disputes. Such arbitrator shall be a certified public accountant designated by the American Arbitration Association. Buyer and Seller shall share equally the costs and expenses of such arbitrator, but each party shall bear its own legal and other expenses, if any. No later than ten days after a final resolution of the amount of Gain, any unpaid amount due pursuant to Section 3.1(e) shall be paid by Buyer or SFX.