Conflict Resolution Mechanism. Any dispute involving any adjustment to the Draft Closing Statement proposed by the Seller, the Seller's Accountants, the Purchaser or the Purchaser's Accountants (including any interpretation or application of any provision of this Agreement affecting the preparation of the Draft Closing Statement) not resolved by the Seller, the Seller's Accountants, the Purchaser and the Purchaser's Accountants within 45 days of the relevant date of receipt thereof, shall upon the election of the Seller or the Purchaser, be resolved by the Selected Accounting Firm. The Selected Accounting Firm shall resolve only issues upon which the Purchaser, the Purchaser's Accountants, the Seller and the Seller's Accountants have been unable to agree. The Selected Accounting Firm shall be prohibited from changing any item of the Draft Closing Statements expressly agreed among the Purchaser, the Purchaser's Accountants, the Seller and the Seller's Accountants. The Selected Accounting Firm (i) in resolving any issue with respect to the Closing Date Schedule, shall apply the Accounting Principles in all instances, including whether or not the Selected Accounting Firm believes the Accounting Principles are or are not in accordance with the historic practices of the Business or (subject to the Special Adjustments) are or are not in accordance with GAAP and (ii) in resolving any issue with respect to the adjusted Closing Date Schedule, the Selected Accounting Firm shall apply the Special Adjustments, whether or not the Selected Accounting Firm believes the Special Adjustments are or are not in accordance with the historic practices of the Business or are or are not in accordance with GAAP. The Purchaser and the Seller shall each use their reasonable best efforts to cause the decision of such Selected Accounting Firm to be rendered within 20 Business Days after appointment of the Selected Accounting Firm. The decision of the Selected Accounting Firm shall be submitted in writing and shall be final and binding upon the parties. Notwithstanding the foregoing, if the aggregate of all amounts in dispute with respect to all disputes referred to in this Section 5.05(b) shall be less than One Hundred Thousand Dollars ($100,000), such disputes shall not be resolved by the Selected Accounting Firm, but shall instead be resolved as follows: 50% of the aggregate of all amounts in dispute shall be deemed to have been resolved in the Seller's favor and 50% of the aggregate of all amounts in dispute sha...
Conflict Resolution Mechanism. Any dispute involving any of the adjustments to the Special Procedures Report of Assets Acquired and Liabilities Assumed and the Purchase Price Certificate proposed by Seller, Seller's Accountants, Purchaser or Purchaser's Accountants including, without limitation, any interpretation or application of any provision of this Agreement affecting the preparation of the Special Procedures Report of Assets Acquired and Liabilities Assumed, and the Purchase Price Certificate, not resolved by Seller, Seller's Accountants, Purchaser and Purchaser's Accountants within 15 days after the expiration of the 30-day period referred to in clause (iv) above, upon the election of Seller or Purchaser, shall be resolved by the Selected Accounting Firm. The Selected Accounting Firm shall resolve only issues upon which Purchaser, Purchaser's Accountants, Seller and Seller's Accountants have been unable to agree. The decision of such Selected Accounting Firm shall be rendered within 45 days after appointment of the Selected Accounting Firm. The decision of the Selected Accounting Firm shall be final and binding upon the parties. Notwithstanding the foregoing, if the aggregate of all amounts in dispute with respect to all disputes referred to in this Section 5.5(b) shall be less than $250,000, such disputes shall not be resolved by the Selected Accounting Firm but shall instead be resolved as follows: 50% of the aggregate of all amounts in dispute shall be deemed to have been resolved in Seller's favor and 50% of the aggregate of all amounts in dispute shall be deemed to have been resolved in Purchaser's favor.
Conflict Resolution Mechanism. Any dispute involving the draft opinion or draft special report of the Buyer's Accountants or any of the adjustments proposed by the Seller, Seller's Accountants, the Buyer or the Buyer's Accountants including, without limitation, any interpretation or application of any provision of this Agreement affecting the preparation of the draft opinion, draft special report, the Draft Closing Date Balance Sheet, the calculation of the Gross Receivables Amount or the amount of the Receivable Deductions, the Other Assets, the Other Liabilities and the Loss Reserve, not resolved by the Seller's Accountants and the Buyer's Accountants within 45 days of the relevant date of receipt thereof, at the election of the Seller or the Buyer by written notice to the other, shall be resolved by the Selected Accounting Firm. The Selected Accounting Firm shall resolve only issues upon which the Buyer and the Seller have been unable to agree. The decision of such Selected Accounting Firm shall be rendered within 20 business days after its appointment and shall be final and binding upon the parties.
Conflict Resolution Mechanism. In the event of a conflict arising from the implementation, interpretation, and enforcement of this agreement, the following measures are taken:
Conflict Resolution Mechanism. Any dispute involving any of the adjustments to the draft Closing Balance Sheet or the Adjusted Closing Balance Sheet proposed by Acquiror, the Acquiror’s Accountants or the Company including any interpretation or application of any provision of this Agreement affecting the preparation of the Closing Balance Sheet or the Adjusted Closing Balance Sheet, not resolved by Acquiror and the Company within forty-five (45) days of the relevant date of receipt thereof, upon the election of Acquiror or the Company, shall be resolved by the Selected Accounting Firm. The Company and the Acquiror shall submit in writing to such Selected Accounting Firm their briefs detailing their views as to the nature and amount of each item remaining in dispute. The Selected Accounting Firm shall resolve only issues upon which the Company and Acquiror have been unable to agree within the range of the difference between the Company’s position with respect thereto and the Acquiror’s position with respect thereto. The Acquiror and the Company shall use their reasonable best efforts to cause the Selected Accounting Firm to render its decision within twenty (20) Business Days after appointment of the Selected Accounting Firm. The decision of the Selected Accounting Firm shall be final and binding upon the parties.
Conflict Resolution Mechanism. Any dispute involving any of the adjustments to any draft Cut-Off Date Balance Sheet, the draft Cut-Off Date Statement of Acquired ISF Assets and Liabilities, the draft Adjusted Cut-Off Date Pricing Schedule, the draft Adjusted Cut-Off Date Acquired ISF Assets and Liabilities Pricing Schedule or the draft calculation of the Intercompany Debt amount proposed by the Seller, the Seller's Accountants, the Purchaser or the Purchaser's Accountants (including any interpretation or application of any provision of this Agreement affecting the preparation of the any Cut-Off Date Balance Sheet, the Cut-Off Date Statement of Acquired ISF Assets and Liabilities, the Adjusted Cut-Off Date Pricing Schedule, the Adjusted Cut-Off Date Acquired ISF Assets and Liabilities Pricing Schedule or the draft calculation of the Intercompany Debt amount) not resolved by the Seller and the Purchaser within 45 days of the relevant date of receipt thereof, upon the election of the Seller or the Purchaser, shall be resolved by the Selected Accounting Firm. The Selected Accounting Firm shall resolve only issues upon which the Purchaser and the Seller have been unable to agree. The decision of such Selected Accounting Firm shall be rendered within 30 days after appointment of the Selected Accounting Firm. The decision of the Selected Accounting Firm shall be final and binding upon the parties.
Conflict Resolution Mechanism. The Joint Board of Practice will use the services of the independent person appointed to the committee to facilitate the workings of the committee, particularly in the area of conflict resolution. That person is expected to use appropriate dispute resolution methods to resolve any conflict and if a dispute remains unresolved, the s/he will provide options to the committee on ways and means of resolving the dispute within the committee’s mandate. The committee, then, by vote shall choose a method of resolving the dispute.
