Common use of Non-Acceptance, Resolution of Disputes Clause in Contracts

Non-Acceptance, Resolution of Disputes. (a) If Buyer does object to the Closing Amount shown on the Closing Statement, then Buyer and Dexter shall promptly endeavor to agree upon the proper amount of the items in dispute. If a written agreement determining all disputed items has not been reached within 30 calendar days after the date of receipt by Dexter from Buyer of Buyer's notice of objection thereto, then either Dexter or Buyer may, by notice to the other, submit for determination by arbitration in accordance with this Section the question of what adjustments, if any, must be made to each unresolved disputed item in order for the Closing Amount to be determined in accordance with the provisions of this Agreement. (b) Any such determination by arbitration shall be made by an accounting firm to be agreed upon, other than PricewaterhouseCoopers LLP or Ernst & Young LLP (the "Neutral Accountant") and shall be final and binding on Buyer and Dexter. (c) The fees and expenses of the Neutral Accountant for any determination under this Article shall be shared equally by Dexter and Buyer. (d) Nothing herein shall be construed to authorize or permit the Neutral Accountant to (i) determine any question or matter whatever under or in connection with this Agreement or any Transaction Document except the determination of what adjustments, if any, must be made to one or more of the disputed items reflected in the Closing Amount as shown on the Closing Statement delivered by Dexter in order for the Closing Amount to be determined in accordance with the provisions of this Agreement, or (ii) determine a Closing Amount that is outside of the range defined by the Closing Amount as finally proposed by Dexter and Buyer, respectively. Nothing herein shall be construed to require the Neutral Accountant to follow any rules or procedures of any arbitration association.

Non-Acceptance, Resolution of Disputes. (a) a. If Buyer does object objects to the Closing Amount Date Working Capital shown on the Closing StatementBalance Sheet, then Buyer and Dexter Seller shall promptly endeavor to agree upon the proper amount of the items in dispute. If a written agreement determining all disputed items has not been reached within 30 calendar days after the date of receipt by Dexter Seller from Buyer of Buyer's notice of objection thereto, then either Dexter Seller or Buyer may, by notice to the other, submit for determination by arbitration a Neutral Accountant in accordance with this Section the question of what adjustments, if any, must be made to each unresolved disputed item in order for the Closing Amount Date Working Capital to be determined in accordance with the provisions of this Agreement. (b) b. Any such determination by arbitration shall be made by an a mutually acceptable national independent certified public accounting firm to be agreed upon, other than PricewaterhouseCoopers LLP or Ernst & Young LLP (the "Neutral Accountant") and by a written report detailing its conclusions, which shall be final and binding on Buyer and DexterSeller absent manifest error, and which shall be incorporated into a Final Closing Balance Sheet. (c) c. The fees and expenses of the Neutral Accountant for any determination under this Article Section shall be shared equally by Dexter Seller and Buyer. (d) d. Nothing herein shall be construed to authorize or permit the Neutral Accountant to (i) determine any question or matter whatever under or in connection with this Agreement or any Transaction Document other document or agreement contemplated hereby, except the determination of what adjustments, if any, must be made to one or more of the disputed items reflected in the Closing Amount as shown on the Closing Statement delivered by Dexter Balance Sheet in order for the Closing Amount Date Working Capital to be determined in accordance with the provisions of this Agreement, or (ii) determine a Closing Amount that is outside of the range defined by the Closing Amount as finally proposed by Dexter and Buyer, respectively. Nothing herein shall be construed to require the Neutral Accountant to follow any rules or procedures of any arbitration association.

Non-Acceptance, Resolution of Disputes. (ai) If Buyer does object the Seller objects to the Closing Date Total Net Balance Sheet Amount shown on the Closing StatementStatement within 30 days after its receipt thereof in accordance with Section 2.10(c), then Buyer the Purchaser and Dexter the Seller shall promptly endeavor to agree upon the proper amount of the items in disputedispute within 30 days after the Purchaser’s receipt of the Seller’s notice of objection. If a written agreement determining settling all disputed items has not been reached agreed by the Seller and the Purchaser within 30 calendar days after the date of receipt by Dexter from Buyer of Buyer's notice of objection theretosuch 30-day period, then either Dexter the Seller or Buyer the Purchaser may, by upon notice to the other, submit for to the American Arbitration Association (the “AAA”) the determination by arbitration of the Closing Date Total Net Balance Sheet Amount in accordance with this Section the question of what adjustments, if any, must 2.10. (ii) Any such determination shall be made to each unresolved disputed item in order for the Closing Amount to be determined in accordance with the provisions Commercial Arbitration Rules of this Agreement. (b) Any such determination by arbitration shall be made by an accounting firm to be agreed upon, other than PricewaterhouseCoopers LLP or Ernst & Young LLP (the "Neutral Accountant") AAA and shall be final and binding on Buyer all parties to this Agreement. The Seller and Dexterthe Purchaser will seek to jointly appoint one arbitrator (the “Arbitrator”) who shall be a partner of a nationally recognized accounting firm, and, if the parties cannot agree on the choice of the Arbitrator within a period of 30 days after the termination of the 30-day period referenced in Section 2.10(d) above, then the Arbitrator will be appointed by the AAA in New York City, New York. (ciii) The fees Arbitrator shall have a 30-day period in which to submit to the Purchaser and expenses the Seller the Arbitrator’s determination as to whether the Closing Date Total Net Balance Sheet Amount shall be the Closing Date Total Net Balance Sheet Amount proposed by the Purchaser or the Closing Date Total Net Balance Sheet Amount proposed by the Seller. Each of the Neutral Accountant Seller and the Purchaser shall submit to the Arbitrator its final proposal for any determination under this Article the Closing Date Total Net Balance Sheet Amount. The Arbitrator’s only choice shall be shared equally to select either the final Closing Date Total Net Balance Sheet Amount proposed by Dexter the Seller or the final Closing Date Total Net Balance Sheet Amount proposed by the Purchaser to be the Closing Date Total Net Balance Sheet Amount for purposes of this Agreement. If only one party submits its final Closing Date Total Net Balance Sheet Amount proposal, the Arbitrator shall declare that submission the Closing Date Total Net Balance Sheet Amount for purposes of this Agreement. The Arbitrator may proceed to a resolution notwithstanding the failure of either party to participate in the proceedings. All expenses related to arbitration pursuant to this section shall be borne 50% by the Purchaser and Buyer50% by the Seller. (div) Nothing herein Promptly after the Closing Date Total Net Balance Sheet Amount has been determined, the Purchaser shall be construed deliver to authorize or permit the Neutral Accountant to (i) determine any question or matter whatever under or in connection with this Agreement or any Transaction Document except the determination of what adjustments, if any, must be made to one or more Seller a statement of the disputed items reflected in the Closing Amount as shown on the Closing Statement delivered by Dexter in order for the Closing Amount to be Purchase Price determined in accordance with the provisions final Closing Date Total Net Balance Sheet Amount and the terms of this AgreementAgreement (the “Final Statement”). If the Purchase Price as so determined exceeds the Estimated Purchase Price, or (ii) determine a Closing Amount that then there shall be no adjustment to the Estimated Purchase Price, which shall be the final Purchase Price. If the Purchase Price is outside less than the Estimated Purchase Price, then within ten business days after its receipt of the range defined Final Statement, the Seller shall pay to the Purchaser in cash by wire transfer of immediately available funds to an account designated by Purchaser the Closing Amount as finally proposed by Dexter and Buyer, respectively. Nothing herein shall be construed to require amount of such overpayment within ten business days after delivery of the Neutral Accountant to follow any rules or procedures of any arbitration associationFinal Statement.

Non-Acceptance, Resolution of Disputes. (a) If Buyer does object objects to the Closing Net Amount shown on the Closing StatementStatement or the Contribution Margin Adjustment as shown on Grace's statement under Section 4.A(c)(i) within the time period specified in Section 4.5, then Buyer and Dexter Grace shall promptly endeavor to agree upon the proper amount of the all items in dispute. If a written agreement determining all resolving any disputed items item has not been reached within 30 45 calendar days after the date of receipt by Dexter from Buyer Grace of Buyer's notice of objection theretoto the Closing Net Amount or the Contribution Margin Adjustment, then either Dexter Grace or Buyer may, by notice to the otherother refer their differences to a "Big Six" accounting firm to be agreed upon, submit for determination by arbitration other than Price Waterhouse or Buyer's independent accountants (the "CPA Firm"). The CPA Firm, acting as experts and not as arbitrators, shall determine in accordance with the terms of this Section Article the question differences so submitted, including the determination of what adjustments, if any, must be made in one or more of the items reflected in the Closing Statement delivered by Grace pursuant to each unresolved disputed item Section 4.4 in order for the Closing Net Amount to be determined in accordance with the provisions of this Agreement or in one or more components of the Contribution Margin Adjustment as shown on the statement delivered by Grace under Section 4.A(c)(i) in order for the Contribution Margin Adjustment to be determined in accordance with the provisions of this Agreement. (b) Any such . In any determination by arbitration the CPA Firm of an adjustment to the Contribution Margin Adjustment, Grace shall have the burden of proving the extent to which any shortfall was caused by a Non-Recurring Event. The determination of the CPA Firm shall be made by an accounting firm to be agreed upon, other than PricewaterhouseCoopers LLP or Ernst & Young LLP (determined in accordance with the "Neutral Accountant") provisions of this Agreement and shall be final and binding on Buyer and Dexterall parties to this Agreement. (cb) The fees and expenses of the Neutral Accountant CPA Firm for any determination under this Article shall be shared equally as follows: if the dispute involves the Closing Net Amount, Grace shall bear a portion of such fees and expenses equal to the total amount of such fees and expenses multiplied by Dexter a fraction, the numerator of which shall be the difference between the Closing Net Amount as determined by the CPA Firm and Buyerthe Closing Net Amount as finally proposed by Grace, and the denominator of which shall be the difference between the Closing Net Amount as finally proposed by Buyer and the Closing Net Amount as finally proposed by Grace; or, if the dispute involves the Contribution Margin Adjustment, Grace shall bear a portion of such fees and expenses equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which shall be the difference between the Contribution Margin Adjustment as determined by the CPA Firm and the Contribution Margin Adjustment as finally proposed by Grace, and the denominator of which shall be the difference between the Contribution Margin Adjustment as finally proposed by Buyer and the Contribution Margin Adjustment as finally proposed by Grace. Buyer shall bear the remainder of such fees and expenses. (dc) Nothing herein shall be construed to authorize or permit the Neutral Accountant CPA Firm to (i) determine any question or matter whatever whatsoever under or in connection with this Agreement or any other Transaction Document except the determination of what adjustments, if any, must be made to in one or more of the disputed items reflected in the Closing Net Amount as shown on the Closing Statement delivered by Dexter Grace in order for the Closing Net Amount to be determined in accordance with the provisions of this Agreement, or in one or more components of the Contribution Margin Adjustment as shown on the statement delivered by Grace under Section 4.A(c)(i) in order for the Contribution Margin Amount to be determined in accordance with the provisions of this Agreement, (ii) determine a Closing Net Amount that is outside of the range defined by between the Closing Amount Net Amounts as finally proposed by Dexter Grace and Buyer, respectively. Nothing herein shall be construed to require , or a Contribution Margin Adjustment that is outside of the Neutral Accountant to follow any rules or procedures of any arbitration association.range between

Non-Acceptance, Resolution of Disputes. (a) If Buyer does object objects to the Closing Net Amount shown on the Closing StatementStatement or the Contribution Margin Adjustment as shown on Grace's statement under Section 4.A(c)(i) within the time period specified in Section 4.5, then Buyer and Dexter Grace shall promptly endeavor to agree upon the proper amount of the all items in dispute. If a written agreement determining all resolving any disputed items item has not been reached within 30 45 calendar days after the date of receipt by Dexter from Buyer Grace of Buyer's notice of objection theretoto the Closing Net Amount or the Contribution Margin Adjustment, then either Dexter Grace or Buyer may, by notice to the otherother refer their differences to a "Big Six" accounting firm to be agreed upon, submit for determination by arbitration other than Price Waterhouse or Buyer's independent accountants (the "CPA Firm"). The CPA Firm, acting as experts and not as arbitrators, shall determine in accordance with the terms of this Section Article the question differences so submitted, including the determination of what adjustments, if any, must be made in one or more of the items reflected in the Closing Statement delivered by Grace pursuant to each unresolved disputed item Section 4.4 in order for the Closing Net Amount to be determined in accordance with the provisions of this Agreement or in one or more components of the Contribution Margin Adjustment as shown on the statement delivered by Grace under Section 4.A(c)(i) in order for the Contribution Margin Adjustment to be determined in accordance with the provisions of this Agreement. (b) Any such . In any determination by arbitration the CPA Firm of an adjustment to the Contribution Margin Adjustment, Grace shall have the burden of proving the extent to which any shortfall was caused by a Non-Recurring Event. The determination of the CPA Firm shall be made by an accounting firm to be agreed upon, other than PricewaterhouseCoopers LLP or Ernst & Young LLP (determined in accordance with the "Neutral Accountant") provisions of this Agreement and shall be final and binding on Buyer and Dexterall parties to this Agreement. (cb) The fees and expenses of the Neutral Accountant CPA Firm for any determination under this Article shall be shared equally as follows: if the dispute involves the Closing Net Amount, Grace shall bear a portion of such fees and expenses equal to the total amount of such fees and expenses multiplied by Dexter a fraction, the numerator of which shall be the difference between the Closing Net Amount as determined by the CPA Firm and Buyerthe Closing Net Amount as finally proposed by Grace, and the denominator of which shall be the difference between the Closing Net Amount as finally proposed by Buyer and the Closing Net Amount as finally proposed by Grace; or, if the dispute involves the Contribution Margin Adjustment, Grace shall bear a portion of such fees and expenses equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which shall be the difference between the Contribution Margin Adjustment as determined by the CPA Firm and the Contribution Margin Adjustment as finally proposed by Grace, and the denominator of which shall be the difference between the Contribution Margin Adjustment as finally proposed by Buyer and the Contribution Margin Adjustment as finally proposed by Grace. Buyer shall bear the remainder of such fees and expenses. (dc) Nothing herein shall be construed to authorize or permit the Neutral Accountant CPA Firm to (i) determine any question or matter whatever whatsoever under or in connection with this Agreement or any other Transaction Document except the determination of what adjustments, if any, must be made to in one or more of the disputed items reflected in the Closing Net Amount as shown on the Closing Statement delivered by Dexter Grace in order for the Closing Net Amount to be determined in accordance with the provisions of this Agreement, or in one or more components of the Contribution Margin Adjustment as shown on the statement delivered by Grace under Section 4.A(c)(i) in order for the Contribution Margin Amount to be determined in accordance with the provisions of this Agreement, (ii) determine a Closing Net Amount that is outside of the range defined by between the Closing Amount Net Amounts as finally proposed by Dexter Grace and Buyer, respectively. Nothing herein shall , or a Contribution Margin Adjustment that is outside of the range between the Contribution Margin Adjustments as finally proposed by Grace and Buyer, respectively, or (iii) to make any change to the dollar amounts specified in Section 4.A, which amounts have been established by agreement of the parties and may not be construed to require the Neutral Accountant to follow any rules or procedures of any arbitration associationchanged except in accordance with Section 19.

Non-Acceptance, Resolution of Disputes. (a) If Buyer does object to the Closing Working Capital Amount shown on the Closing Statement, then Buyer and Dexter Grace shall promptly endeavor to agree upon the proper amount of the items in dispute. If a written agreement determining all any disputed items item has not been reached within 30 45 calendar days after the date of receipt by Dexter Grace from Buyer of Buyer's notice of objection thereto, then either Dexter Grace or Buyer may, by notice to the other, submit for determination by arbitration in accordance with this Section the question of what adjustments, if any, must be made to each unresolved disputed item Grace's determination of the Closing Working Capital Amount in order for the Closing Amount it to be determined in accordance with the provisions of this Agreement. (b) Any such determination by arbitration shall be made by an accounting firm to be agreed uponDeloitte & Touche, other than PricewaterhouseCoopers LLP or Ernst & Young LLP L.L.P. (the "Neutral AccountantArbitrator") and shall be final and binding on Buyer and Dexterall parties to this Agreement. (c) The fees and expenses of the Neutral Accountant Arbitrator for any determination under this Article shall be shared equally as follows: Grace shall bear that portion thereof equal to the total amount of such fees and expenses multiplied by Dexter a fraction, the numerator of which shall be the difference between the Closing Working Capital Amount as determined by the Arbitrator and Buyerthe Closing Working Capital Amount as finally proposed by Grace, and the denominator of which shall be the difference between the Closing Working Capital Amount as finally proposed by Buyer and the Closing Working Capital Amount as finally proposed by Grace. Buyer shall bear the remainder of such fees and expenses. (d) Nothing herein shall be construed to authorize or permit the Neutral Accountant Arbitrator to (i) determine any question or matter whatever under or in connection with this Agreement or any Transaction Document except the determination of what adjustments, if any, must be made to one or more of the disputed items reflected in the Closing Working Capital Amount as shown on the Closing Statement delivered by Dexter Grace in order for the Closing Working Capital Amount to be determined in accordance with the provisions of this Agreement, or and (ii) determine a Closing Working Capital Amount that is outside of the range defined by the Closing Amount Working Capital Amounts as finally proposed by Dexter Grace and Buyer, respectively. Nothing herein shall be construed to require respectively and (iii) revise the Neutral Accountant to follow any rules or procedures of any arbitration associationBase Working Capital Amount.