Common use of Disputes Concerning Profits Interest Clause in Contracts

Disputes Concerning Profits Interest. Seller may notify Purchaser within thirty (30) days after receipt of any Profits Interest that Seller disputes any computation or item contained in any portion of the statement submitted with such Profits Interest. In the event Seller so notifies Purchaser, the parties shall meet and in good faith shall attempt to resolve such disputed items. If the parties are unable to resolve such disputed items, the dispute shall be submitted to arbitration. The arbitrator shall be a single person chosen by agreement of the parties. If the parties are unable to agree on the appointment of an arbitrator within thirty (30) days after receipt of the notice from the Seller required in the first sentence of this Paragraph, either party may apply to a court of competent jurisdiction within Xxxxxx County, Texas, for the appointment of an arbitrator pursuant to the Texas Arbitration Act. The determination of such dispute by said arbitrator shall be final. The fees of such arbitrator shall be paid by Seller unless such review shall indicate that the computation resulted in an underpayment to Seller of Profits Interest in an amount exceeding three percent (3%) of the amount actually owing to Seller, in which case the Purchaser shall pay the arbitrator's fee. Purchaser shall pay any additional amount due to Seller within ten (10) days after the resolution of such dispute, together with interest thereon from the date such payment was originally due at the maximum rate allowed by law or, of there is no maximum rate, then at the rate of eighteen percent (18%) per annum. In the event that the arbitrator determines that the amount of Profits Interest due to Seller was overstated, the Seller shall refund to Purchaser any such amount paid to Seller within ten (10) days after the resolution of such dispute, together with interest thereon from the date of such payment was due at the maximum rate.