Dispute Resolution Mechanics. The Parties shall attempt in good faith to resolve any disagreement arising with respect to this Agreement, including any dispute in connection with a claim by a third party (a “Dispute”). Either Party may give the other Party written notice of any Dispute not resolved in the normal course of business. If the Parties cannot agree within thirty (30) Business Days following the date on which one Party gives such notice (the “Dispute Date”), then the Dispute shall be referred to a Tax Expert acceptable to each of the Parties to act as an arbitrator in order to resolve the Dispute. If the Parties are unable to agree upon a Tax Expert within ten (10) Business Days, the Tax Expert selected by KAR and the Tax Expert selected by Spinco shall jointly select a Tax Expert that will resolve the Dispute. Such Tax Expert shall be empowered to resolve the Dispute, including by engaging nationally recognized lar firms, accountants and other experts. The Tax Expert chosen to resolve the Dispute shall furnish written notice to the Parties of its resolution of such Dispute as soon as practicable, but in no event later than forty-five (45) Business Days after its acceptance of the matter for resolution. Any such resolution by the Tax Expert shall be conclusive and binding on the Parties. The fees and expenses of the Tax Expert shall be allocated between the Parties in the same proportion that the aggregate amount of disputed items that were determined in favor of the other Party (as finally determined by the Tax Expert) bears to the total amount of disputed items submitted by the Parties.
Dispute Resolution Mechanics. If the Board fails to approve an action, either Dance or Harmony may declare such unapproved action a “Deadlock Matter”, in which case the Parties shall work together in good faith to resolve the Deadlock Matter. If the Parties are unable to reach a mutually satisfactory solution to a Deadlock Matter within 30 days, each Party shall have the right to refer the Deadlock Matter to commercial arbitration, under Hong Kong law, for resolution, with the costs borne equally by Parties (rather than Asia JV). If the Deadlock Matter remains unresolved after arbitration, each Party shall have a buy-out right in respect of the other Party’s Asia JV shares. The buy-out right shall provide each Party the right to offer to buy the other’s shares at a bid price. If a Party makes a bid, the offeree Party shall then have the right to either sell its shares at the bid price, or acquire the shares of the offering Party at the bid price.
Dispute Resolution Mechanics. In connection with the resolution of a Net Working Capital Dispute, the Arbitrating Accountant will allow the Purchaser and the Owner to present their respective positions regarding each Net Working Capital item and calculation that is in dispute. The Arbitrating Accountant may, in its discretion, conduct a conference concerning the Net Working Capital Dispute, at which conference the Purchaser and the Owner may present additional documents, materials and other information and have present their respective advisors, counsel and accountants. In connection with the resolution of a Net Working Capital Dispute, there may be no other hearings or oral examinations, testimony, depositions, discovery or other similar proceedings. The Parties will make available to each other and the Arbitrating Accountant all relevant documents, books, records, work papers, facilities, personnel and other information that the Arbitrating Accountant reasonably requests to review the calculations of Net Working Capital presented by the Purchaser and the Owner and resolve the Net Working Capital Dispute.
Dispute Resolution Mechanics. In connection with the resolution of the Dispute, the Arbitrating Accountant shall allow the Purchaser and the Sellers to present their respective positions regarding the elements of the Post-Closing Adjustment in dispute. The Arbitrating Accountant may, at its discretion, conduct a conference concerning the Dispute, at which conference the Purchaser and the Sellers shall have the right to present additional documents, materials and other information and to have present their respective advisors, counsel and accountants. In connection with the resolution of the Dispute, there shall be no other hearings or oral examinations, testimony, depositions, discovery or other similar proceedings. Each of the Purchaser and the Sellers shall make available to the other party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as such party or the Arbitrating Accountant may reasonably request to resolve the Dispute.
Dispute Resolution Mechanics. In connection with the resolution of the Dispute, the Arbitrating Accountant shall allow Purchaser and Seller to present their respective positions regarding the elements and data in dispute. The Arbitrating Accountant may, at its discretion, conduct a conference concerning the Dispute, at which conference Purchaser and Seller shall have the right to present additional documents, materials and other information and to have present their respective advisors, counsel and accountants. In connection with the resolution of the Dispute, there shall be no other hearings or oral examinations, testimony, depositions, discovery or other similar proceedings. Each of Purchaser and Seller shall make available to the other party and the Arbitrating Accountant, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as such party or the Arbitrating Accountant may reasonably request to review the calculation of the Purchase Price and to resolve the Dispute.
Dispute Resolution Mechanics. All disputes between hospitals shall be exclusively addressed using the escalating dispute resolution process set forth below:
