Common use of Final Settlement and Disputes Clause in Contracts

Final Settlement and Disputes. In the event that Purchaser and Seller disagree after the Closing Date as to any item or amount (or the computation or determination in accordance with the terms of this Agreement of any item or amount) reflected, set forth in or relating to the Preliminary Closing Statement or any Adjusted Closing Statement, the Payment Amount, the Adjustment Amount or any other amounts due either party under this Agreement, then any payment required to be made under this Agreement shall be made when due on the basis of such items or amounts as to which the parties do not disagree and any party hereto shall thereupon be entitled to request Ernst and Young L.L.P. (or, if said firm shall be unwilling to act hereunder, such other firm of nationally recognized independent accounts as Purchaser and Seller may jointly designate which does not have a material relationship with either Purchaser or Seller) to determine, in accordance with the provisions of this Agreement, such disputed item or amount (or the computation or determination thereof). Any such request shall be in writing and shall specify with particularity the disputed items, amounts and computations being submitted for determination, and the requesting party shall furnish the other parties hereto with a copy of such request at the same time it is submitted to the independent accountants. The firm of independent accountants to which any dispute is referred hereunder shall as promptly as practicable determine, in accordance with the provisions of this Agreement, the proper amount of any disputed item or other amount, or the computation thereof, and such determination shall be final, conclusive and binding on all parties hereto. In acting pursuant to this Agreement, such firm of independent accountants shall constitute, and be entitled to the privileges and immunities of, arbitrators. Seller and Purchaser shall cooperate fully in assisting such firm in making any determination requested hereunder, including giving such firm full access to all files, books and records relevant thereto and providing such other information as such firm may reasonably request in connection with the determination to be made by it hereunder. The fees and disbursements in connection with such firm’s determination shall be borne equally by Purchaser and Seller. In the event that a determination by independent accountants pursuant to this Section 14.1 requires any previously suspended payment to be made by any party, such payment shall be made promptly (and in any event within ten (10) days) after receipt by such party from such independent accountants of written notice of such determination. Such firm of accountants shall promptly and substantially simultaneously notify Purchaser and Seller in writing of any determination by it hereunder. In the event of any litigation between the parties regarding this Agreement, the prevailing party shall be entitled to seek recovery of all costs and expenses (including attorney’s fees) incurred by the prevailing party in such litigation (which costs may be included as part of the damages awarded in any such litigation).

Final Settlement and Disputes. In the event that Purchaser and Seller disagree prior to or after the Closing Date as to any item or amount (or the computation or determination in accordance with the terms of this Agreement of any item or amount) reflected, set forth in or relating to the Preliminary Closing Statement or any Adjusted Closing Statement, the Payment Amount, the Adjustment Amount or any other amounts due either party for the Service Agreement or Supplemental Information or any amount payable to Purchaser under this AgreementSection 3, then the parties shall not be entitled to terminate this Agreement under Section 13 and shall (if the Closing has not yet occurred) close the Transaction on the Transfer Date, and any payment required to be made under this Agreement shall be made when due on the basis of such items or amounts as to which the parties do not disagree and any disagree. Either party hereto shall thereupon be entitled to request Ernst and Young L.L.P. (or, if said firm shall be unwilling to act hereunder, such other a firm of nationally recognized independent accounts accountants as Purchaser and Seller may jointly designate which does not have a material relationship with either Purchaser or SellerSeller (or if such firm can not be mutually agreed upon within ten (10) days after request of a party, PriceWaterhouseCooper) to determine, in accordance with the provisions of this Agreement, such disputed item or amount (or the computation or determination thereof). Any such request shall be in writing and shall specify with particularity the disputed items, amounts and computations being submitted for determination, and the requesting party shall furnish the other parties hereto with a copy of such request at the same time it is submitted to the independent accountants. The firm of independent accountants to which any dispute is referred hereunder shall as promptly as practicable determine, in accordance with the provisions of this Agreement, the proper amount of any disputed item or other amount, or the computation thereof, and such determination shall be final, conclusive and binding on all parties hereto. In acting pursuant to this Agreement, such firm of independent accountants shall constitute, and be entitled to the privileges and immunities of, arbitrators. Seller and Purchaser shall cooperate fully in assisting such firm in making any determination requested hereunder, including giving such firm full access to all files, books and records relevant thereto and providing such other information as such firm may reasonably request in connection with the determination to be made by it hereunder. The fees and disbursements in connection with such firm’s 's determination shall be borne equally by Purchaser and Seller. In the event that a determination by independent accountants pursuant to this Section 14.1 requires any previously suspended payment to be made by any party, such payment shall be made promptly (and in any event within ten (10) days) after receipt by such party from such independent accountants of written notice of such determination. Such firm of accountants shall promptly and substantially simultaneously notify Purchaser and Seller in writing of any determination by it hereunder. In the event of any litigation between the parties regarding this Agreement, the prevailing party shall be entitled to seek recovery of all costs and expenses (including attorney’s 's fees) incurred by the prevailing party in such litigation (which costs may be included as part of the damages awarded in any such litigation).

Final Settlement and Disputes. In the event that Purchaser and the Seller Parties disagree after the Closing Date as to any item or amount (or the computation or determination in accordance with the terms of this Agreement of any item or amount) reflected, set forth in or relating to the Preliminary Closing Statement or any Adjusted Closing Statement, the Payment Amount, the Adjustment Amount or any other amounts due either party under this Agreement, then any payment required to be made under this Agreement shall be made when due on the basis of such items or amounts as to which the parties do not disagree and any party hereto shall thereupon be entitled to request Ernst and Young L.L.P. (or, if said firm shall be unwilling to act hereunder, such other a firm of nationally recognized independent accounts as Purchaser and the Seller Parties may jointly designate which does not have a material relationship with either Purchaser or Seller) the Seller Parties to determine, in accordance with the provisions of this Agreement, such disputed item or amount (or the computation or determination thereof). Any such request shall be in writing and shall specify with particularity the disputed items, amounts and computations being submitted for determination, and the requesting party shall furnish the other parties hereto with a copy of such request at the same time it is submitted to the independent accountants. The firm of independent accountants to which any dispute is referred hereunder shall as promptly as practicable determine, in accordance with the provisions of this Agreement, the proper amount of any disputed item or other amount, or the computation thereof, and such determination shall be final, conclusive and binding on all parties hereto. In acting pursuant to this Agreement, such firm of independent accountants shall constitute, and be entitled to the privileges and immunities of, arbitrators. The Seller Parties and Purchaser shall cooperate fully in assisting such firm in making any determination requested hereunder, including giving such firm full access to all files, books and records relevant thereto and providing such other information as such firm may reasonably request in connection with the determination to be made by it hereunder. The fees and disbursements in connection with such firm’s determination shall be borne equally by Purchaser and Sellerthe Seller Parties. In the event that a determination by independent accountants pursuant to this Section 14.1 15.1 requires any previously suspended payment to be made by any party, such payment shall be made promptly (and in any event within ten five (105) daysBusiness Days) after receipt by such party from such independent accountants of written notice of such determination. Such firm of accountants shall promptly and substantially simultaneously notify Purchaser and the Seller Parties in writing of any determination by it hereunder. In the event of any litigation between the parties regarding this Agreement, the prevailing party shall be entitled to seek recovery of all costs and expenses (including attorney’s fees) incurred by the prevailing party in such litigation (which costs may be included as part of the damages awarded in any such litigation).