Common use of Certain Disputes Regarding Tax Liabilities Clause in Contracts

Certain Disputes Regarding Tax Liabilities. In the event of a dispute regarding (i) the acceptance or rejection of comments provided by Methode to Stratos pursuant to the second proviso of Section 2.02(b), (ii) the treatment of indemnity payments pursuant to Section 2.04, (iii) the allocation of liability pursuant to the provisions of this Article III, (iv) a payment for the use of losses or credits attributable to the Stratos Group pursuant to Section 3.04 or 3.07, above, or (v) a payment pursuant to Section 3.08 or 3.09, above, the Parties to the dispute shall employ (and equally share the expense of) a mutually acceptable and jointly engaged nationally recognized public accounting firm to determine the proper allocation of such liability or amount of such payment. In the event the Parties are unable to agree to a mutually acceptable nationally recognized accounting firm within 10 days, the Parties shall each select a nationally recognized accounting firm, which accounting firms shall select a third nationally recognized accounting firm, which third nationally recognized accounting firm shall be jointly engaged by the Parties to determine the proper allocation of such liability or amount of such payment.

Certain Disputes Regarding Tax Liabilities. In the event of a dispute regarding (i) the acceptance or rejection of comments provided by Methode to Stratos pursuant to the second proviso of Section 2.02(b), (ii) the treatment of indemnity payments pursuant to Section 2.04, (iii) the allocation of liability pursuant to the provisions of this Article III, (ivii) a payment for the use of losses or credits attributable to the Stratos Group pursuant to Section 3.04 or 3.07, above, or (viii) a payment pursuant to Section 3.08 or 3.09, above, the Parties to the dispute shall employ (and equally share the expense of) a mutually acceptable and jointly engaged nationally recognized public accounting firm to determine the proper allocation of such liability or amount of such payment. In the event the Parties are unable to agree to a mutually acceptable nationally recognized accounting firm within 10 days, the Parties shall each select a nationally recognized accounting firm, which accounting firms shall select a third nationally recognized accounting firm, which third nationally recognized accounting firm shall be jointly engaged by the Parties to determine the proper allocation of such liability or amount of such payment.

Certain Disputes Regarding Tax Liabilities. In the event of ------------------------------------------ a dispute regarding (i) the acceptance or rejection of comments provided by Methode to Stratos pursuant to the second proviso of Section 2.02(b), (ii) the treatment of indemnity payments pursuant to Section 2.04, (iii) the allocation of liability pursuant to the provisions of this Article III, (ivii) a payment for the use of losses or credits attributable to the Stratos a Spinco Group pursuant to Section 3.04 or 3.073.06, above, or (viii) a payment pursuant to Section 3.08 or 3.093.07, above, attributable to a deduction arising from a transaction or item relating to the Parties Non-Qualified Vested Options, or (iv) a payment pursuant to Section 3.08, above, attributable to a Section 475 Adjustment, the parties to the dispute shall employ (and equally share the expense of) a mutually acceptable and jointly engaged nationally recognized public accounting firm to determine the proper allocation of such liability or amount of such payment. In the event the Parties are unable to agree to a mutually acceptable nationally recognized accounting firm within 10 days, the Parties parties shall each select a nationally recognized accounting firm, which accounting firms shall select a third nationally recognized accounting firm, which third nationally recognized accounting firm shall be jointly engaged by the Parties parties to determine the proper allocation of such liability or amount of such payment.