Common use of Disputes Regarding Closing Date Statement Clause in Contracts

Disputes Regarding Closing Date Statement. Seller and Buyer shall negotiate in good faith to resolve any disputes over any proposed adjustments to the Closing Date Statement, during the thirty (30) days following Seller's receipt of the proposed adjustments. If the parties are unable to resolve such dispute within such thirty (30) day period, then, at the written request of either party (the "Dispute Resolution Request"), each party shall appoint a knowledgeable, responsible representative to meet in person and negotiate in good faith to resolve the disputed matters. The parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall take place during the fifteen (15) day period following the date of the Dispute Resolution Request. If the business representatives resolve the dispute, such resolution shall be memorialized in a written agreement (the "Final Closing Date Statement"), executed within five (5) Business Days thereafter. If the business representatives do not resolve the dispute, within five (5) Business Days Buyer and Seller shall jointly select a nationally recognized independent public accounting firm (which is not the regular independent public accounting firm of either party) to resolve such disputes, which resolution shall be final and binding. Such accounting firm shall resolve such dispute by reference to the records of Seller used to calculate the amounts appearing on the Closing Date Statement, the provisions contained herein regarding items properly included in the Regulatory Obligation Amount and the Non-Regulated Construction Work in Process Amount and, based on the foregoing, such other records as such firm, in its reasonable judgment, deems appropriate. The fees and expenses of such accounting firm shall be (a) shared by Buyer and Seller in inverse proportion to the relative amounts of the disputed amount determined to be for the account of Buyer and Seller, respectively or (b) paid by the Buyer if the final amount of any adjustment is less than $50,000.

Disputes Regarding Closing Date Statement. Each Seller and Buyer shall negotiate in good faith to resolve any disputes over any proposed adjustments to the Closing Date Statement, during the thirty (30) days following Seller's Sellers' receipt of the proposed adjustments. If the parties are unable to resolve such dispute within such thirty (30) day period, then, at the written request of either party (the "Dispute Resolution Request"), each party shall appoint a knowledgeable, responsible representative to meet in person and negotiate in good faith to resolve the disputed matters. The parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall take place during the fifteen (15) day period following the date of the Dispute Resolution Request. If the business representatives resolve the dispute, such resolution shall be memorialized in a written agreement (the "Final Closing Date Statement"), executed within five (5) Business Days thereafter. If the business representatives do not resolve the dispute, within five (5) Business Days Days, Buyer and Seller Sellers shall jointly select a nationally recognized independent public accounting firm (which is not the regular independent public accounting firm of either party) to resolve such disputes, which resolution shall be final and binding. Such accounting firm shall resolve such dispute by reference to the records of Seller used to calculate the amounts appearing on the Closing Date Statement, the provisions contained herein regarding items properly included in the Regulatory Obligation Amount and the Non-Regulated Construction Work in Process Amount and, based on the foregoing, such other records as such firm, in its reasonable judgment, deems appropriate. The fees and expenses of such accounting firm shall be (a) shared by Buyer and Seller Sellers in inverse proportion to the relative amounts of the disputed amount determined to be for the account of Buyer and SellerSellers, respectively or (b) paid by the Buyer if the final amount of any adjustment is less than $50,000.

Disputes Regarding Closing Date Statement. Seller and Buyer shall negotiate in good faith to resolve any disputes over any proposed adjustments to the Closing Date Statement, during the thirty (30) days following Seller's ’s receipt of the proposed adjustments. If the parties are unable to resolve such dispute within such thirty (30) day period, then, at the written request of either party (the "“Dispute Resolution Request"”), each party shall appoint a knowledgeable, responsible representative to meet in person and negotiate in good faith to resolve the disputed matters. The parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall take place during the fifteen (15) day period following the date of the Dispute Resolution Request. If the business representatives resolve the dispute, such resolution shall be memorialized in a written agreement (the "“Final Closing Date Statement"”), executed within five (5) Business Days days thereafter. If the business representatives do not resolve the dispute, within five (5) Business Days days Buyer and Seller shall jointly select a nationally recognized independent public accounting firm (which is not the regular independent public accounting firm of either partySeller’s controlling Affiliate or Buyer’s controlling Affiliate) to arbitrate and resolve such disputes, which resolution shall be final and binding. If Buyer and Seller do not jointly select such firm within five (5) days, a nationally recognized accounting firm shall be selected by lot from among those nationally recognized firms which are not the regular firm of either Seller’s controlling Affiliate or Buyer’s controlling Affiliate. Such accounting firm shall arbitrate and resolve such dispute based solely on the written submission forwarded by reference to the records of Seller used to calculate the amounts appearing on and Buyer and shall only consider whether the Closing Date Statement, Statement was prepared in accordance with the provisions contained standards set forth herein regarding items properly included in and (only with respect to disputed matters submitted to the Regulatory Obligation Amount accounting firm) whether and to what extent the Non-Regulated Construction Work in Process Amount and, based on the foregoing, such other records as such firm, in its reasonable judgment, deems appropriateClosing Date Statement requires adjustment. The fees and expenses of such accounting firm shall be (a) shared by Buyer and Seller in inverse proportion to the relative amounts of the disputed amount determined to be for the account of Buyer and Seller, respectively or (b) paid by the Buyer if the final amount of any adjustment is less than $50,000respectively.