Resolution of All Tax-Related Disputes. Except as otherwise provided, with respect to any dispute or a disagreement relating to Taxes between the Parties, the Parties shall cooperate in good faith to resolve such dispute between them; but if the Parties are unable to resolve such dispute, the Parties shall submit the dispute to the Accountant for resolution, which resolution shall be final, conclusive and binding on the Parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses relating to any dispute as to the amount of Taxes owed by either of the Parties shall be paid by Purchaser, on the one hand, and Parent, on the other hand, in proportion to each party's respective liability for the portion of the Taxes in dispute, as determined by the Accountant.
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Samples: Acquisition Agreement (Metlife Inc), Acquisition Agreement (Citigroup Inc), Acquisition Agreement (Metlife Inc)
Resolution of All Tax-Related Disputes. Except as otherwise providedset forth herein, with respect to any dispute or a disagreement relating to Taxes between the Parties, the Parties shall cooperate in good faith to resolve such dispute between them; but if the Parties are unable to resolve such dispute, the Parties shall submit the dispute to the Accountant Accounting Firm for resolution, which resolution shall be final, conclusive and binding on the Parties. Notwithstanding anything in this Agreement to the contraryThe costs, the fees and expenses relating to any dispute as to the amount of Taxes owed by either of the Parties Party shall be paid by PurchaserXxxxx, on the one hand, and ParentSeller, on the other hand, in proportion to each party's such Party’s respective liability for the portion of the Taxes in dispute, as determined by the AccountantAccounting Firm. In all other cases, costs fees and expenses shall be shared equally by Seller and Xxxxx.
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