Common use of Resolution of Disagreements Clause in Contracts

Resolution of Disagreements. The Company shall make its determination as to whether any reduction in Severance Benefits is required pursuant to Section 2.2 within 15 days after the termination of the employment of the Executive and again promptly after the Executive exercises any stock options and shall deliver to the Executive written notice of the determination together with the Company's detailed calculations supporting its conclusion. If the Executive does not agree with the Company's determination, he or she shall notify the Company in writing of that disagreement within 30 days after receipt of the Company's notice and detailed calculations. Failure to give such notice of disagreement shall be deemed to constitute acceptance of the determination by the Company, and such determination shall become final and binding on the parties. The notice by the Executive shall set forth in reasonable detail why the Executive disagrees with the determination made by the Company and shall be accompanied by the Executive's detailed calculations supporting his or her conclusion. If the Company and the Executive have not resolved their disagreement within ten days after the Company receives the Executive's notice and detailed calculations, the Company and the Executive will each have the right, acting without the other, to refer the matter to the firm then serving as the independent certified public accountants of the Company, whose determination shall be final and binding on both parties. The Company will endeavor to cause the accounting firm to give both the Executive and the Company written notice of its determination accompanied by its detailed calculations. If (i) neither party refers the dispute to the independent accounting firm within thirty days after the Company receives the Executive's notice, (ii) the Company does not then have a firm serving as its independent certified public accountants or (iii) the firm then serving in that capacity refuses to resolve the matter or fails to provide written notice of its determination accompanied by its detailed calculations within 30 days after the matter is referred to it, then either party will have the right to commence an arbitration pursuant to Section 13 to resolve the matter. The fees and expenses of the accounting firm will be paid by the Company. If the Company determines that payment of the full Severance Benefits will result in the imposition of a tax as provided above, the Company will have the right to withhold from the payment of Severance Benefits the amount of any reduction determined by it in accordance with Section 2.2. If the Executive disagrees with the determination by the Company, the Company shall have the right to continue to withhold the payments of such amounts until the matter is finally resolved. If such resolution indicates that the Company's determination was incorrect, the Company shall promptly pay to the Executive any amount of Severance Benefits which should not have been withheld, with interest for the period that the payment was withheld at the reference rate then in effect of the Bank of America National Trust and Savings Association.

Resolution of Disagreements. The Company shall make its determination as to whether (a) If any reduction in Severance Benefits is required pursuant to Section 2.2 within 15 days after the termination of the employment of the Executive and again promptly after the Executive exercises any stock options and shall deliver to the Executive written notice of the determination together with the Company's detailed calculations supporting its conclusion. If the Executive does not agree with the Company's determination, he or she shall notify the Company in writing of that disagreement within 30 days after receipt of the Company's notice and detailed calculations. Failure to give such notice of disagreement shall be deemed duly and timely delivered pursuant to constitute acceptance Section 2.6(b) above, Buyer and Parent shall, from the time of such delivery until the thirtieth (30th) day following the delivery of the Statement of Closing Net Selected Assets and Other Items pursuant to Section 2.6(a) above, make good faith efforts to reach agreement on the disputed items or amounts on the Statement of Closing Net Selected Assets and Other Items. If, during such period, Buyer and Parent are unable to reach agreement with respect to any such disagreement(s), they shall within ten (10) business days after the end of such period (A) jointly prepare and sign a statement (the “Statement of Disagreements”) setting forth (1) those disagreements (if any) that Buyer and Parent have resolved and the resolution of such disagreements and (2) those disagreements that Buyer and Parent did not resolve (the “Unresolved Disagreements”) and (B) engage a partner of an independent nationally recognized accounting firm mutually selected by Buyer and Parent (the “Neutral Accountant”) to promptly commence a review of this Agreement and the Unresolved Disagreements for the purpose of making a determination with respect to the Unresolved Disagreements in accordance with the applicable provisions of Section 2.6(a). In making any such determinations, the Neutral Accountant shall consider only the Unresolved Disagreements. In resolving the Unresolved Disagreements, the Neutral Accountant shall accept each of the amounts set forth on the Statement of Closing Net Selected Assets and Other Items, unless Buyer demonstrates that such amounts are contrary to the applicable requirements of the Statement of Closing Net Selected Assets and Other Items set forth in Section 2.6. In the event Buyer is able to so demonstrate, the Neutral Accountant’s resolution of each of the Unresolved Disagreements shall consist of the determination of appropriate amounts for each Statement of Closing Net Selected Assets and Other Items item that is the subject of the Unresolved Disagreements, which amounts shall be equal to one of, or between, the amounts proposed by Parent in the Statement of Closing Net Selected Assets and Other Items, and by Buyer in its notice of disagreements. To the extent that it is determined by the CompanyParties or by the Neutral Accountant in accordance with this Section 2.8(a) that the Statement of Closing Net Selected Assets and Other Items required a reclassification of an account balance (or a portion thereof) from the reclassification of such balance in the Most Recent Balance Sheet in order for the Statement of Closing Net Selected Assets and Other Items to be prepared in accordance with the terms of this Agreement, and such determination the Target Net Selected Assets (as defined below) shall become final and binding on also be adjusted with respect to the partiesamount of the related misclassification in the Most Recent Balance Sheet. The notice by the Executive Neutral Accountant shall set deliver to Buyer and Parent, as promptly as practicable, a report setting forth in reasonable detail why the Executive disagrees with the determination made by the Company and shall be accompanied by the Executive's detailed calculations supporting his or her conclusion. If the Company and the Executive have not resolved their disagreement within ten days after the Company receives the Executive's notice and detailed calculationsdetermination(s), the Company and the Executive will each have the right, acting without the other, to refer the matter to the firm then serving as the independent certified public accountants including a brief discussion of the Company, whose basis of the determination for each Unresolved Disagreement. Any such report shall be final and binding on both partiesupon the Parties. The Company will endeavor Closing Net Selected Assets, Closing Indebtedness, Closing Hawker 1000 Inventory and Closing Net Receivables set forth in the Statement of Closing Net Selected Assets and Other Items, either as agreed to by Parent and Buyer if such statement is not referred to the Neutral Accountant or as adjusted to include the final determinations by the Neutral Accountant, shall be the “Final Closing Net Selected Assets”, the “Final Closing Indebtedness”, the “Final Closing Hawker 1000 Inventory” and the “Final Net Financing Receivables”. (b) The cost of any such review by and report of the Neutral Accountant shall be borne by the Party whose position with respect to the calculations in the Statement of Disagreements bears the greatest difference from the final position of the Neutral Accountant. (c) The Parties agree that they will, and agree to cause the accounting firm Target Companies and Target Subsidiaries to, cooperate and assist in the preparation of the Statement of Closing Net Selected Assets and Other Items, the calculation of the Closing Net Selected Assets, Closing Indebtedness, Closing Hawker 1000 Inventory and Closing Net Financing Receivables and in the conduct of the reviews and through the determinations identified by Section 2.8(a), including the making available, and causing their respective independent accountants to give both the Executive make available, to each other (and the Company written notice of its determination accompanied by its detailed calculations. If (itheir representatives) neither party refers the dispute and to the independent accounting firm within thirty days after the Company receives the Executive's noticeNeutral Accountant books, (ii) the Company does not then have a firm serving as its independent certified public accountants or (iii) the firm then serving in that capacity refuses to resolve the matter or fails to provide written notice of its determination accompanied by its detailed calculations within 30 days after the matter is referred to itrecords, then either party will have the right to commence an arbitration pursuant to Section 13 to resolve the matter. The fees work papers and expenses of the accounting firm will be paid by the Company. If the Company determines that payment of the full Severance Benefits will result in the imposition of a tax as provided above, the Company will have the right to withhold from the payment of Severance Benefits the amount of any reduction determined by it in accordance with Section 2.2. If the Executive disagrees with the determination by the Company, the Company shall have the right to continue to withhold the payments of such amounts until the matter is finally resolved. If such resolution indicates that the Company's determination was incorrect, the Company shall promptly pay to the Executive any amount of Severance Benefits which should not have been withheld, with interest for the period that the payment was withheld at the reference rate then in effect of the Bank of America National Trust and Savings Associationpersonnel.

Resolution of Disagreements. The Company shall make its determination as to whether any reduction in Severance Benefits is required pursuant to Section 2.2 within 15 days after the termination of the employment of the Executive and again promptly after the Executive exercises any stock options and shall deliver to the Executive written notice of the determination together with the Company's detailed calculations supporting its conclusion. If the Executive does not agree with the Company's determination, he or she shall notify the Company in writing of that disagreement within 30 days after receipt of the Company's notice and detailed calculations. Failure to give such notice of disagreement shall be deemed to constitute acceptance of the determination by the Company, Company and such determination shall become final and binding on the parties. The notice by the Executive shall set forth in reasonable detail why the Executive disagrees with the determination made by the Company and shall be accompanied by the Executive's detailed calculations supporting his or her conclusion. If the Company and the Executive have not resolved their disagreement within ten days after the Company receives the Executive's notice and detailed calculations, the Company and the Executive will each have the right, acting without the other, to shall refer the matter to the firm then serving as the independent certified public accountants of the Company, whose determination shall be final and binding on both parties. The Company will endeavor to cause the accounting firm to give both the Executive and the Company written notice of its determination accompanied by its detailed calculations. If (i) neither party refers the dispute to the independent accounting firm within thirty days after the Company receives the Executive's notice, (ii) the Company does not then have a firm serving as its independent certified public accountants or (iii) if the firm then serving in that capacity refuses to resolve the matter or fails to provide written notice of its determination accompanied by its detailed calculations within 30 days after the matter is referred to it, then either party will have the right to commence an arbitration pursuant to Section 13 to resolve the matter. The fees and expenses of the accounting firm will be paid by the Company. If the Company determines that payment of the full Severance Benefits will result in the imposition of a tax as provided above, the Company will have the right to withhold from the payment of Severance Benefits the amount of any reduction determined by it in accordance with Section 2.2. If the Executive disagrees with the determination by the Company, the Company shall have the right to continue to withhold the payments of such amounts until the matter is finally resolved. If such resolution indicates that the Company's determination was incorrect, the Company shall promptly pay to the Executive any amount of Severance Benefits which should not have been withheld, with interest for the period that the payment was withheld at the reference rate then in effect of the Bank of America National Trust and Savings Association. If such final resolution indicates that the Company did not withhold sufficient funds from the payment of Severance Benefits, the Executive shall promptly refund to the Company any amount which should have been withheld with interest determined as provided above.

Resolution of Disagreements. The Company shall make its determination as to whether any reduction in Severance Benefits is required pursuant to Section 2.2 within 15 days after the termination of the employment of the Executive and again promptly after the Executive exercises any stock options and shall deliver to the Executive written notice of the determination together with the Company's detailed calculations supporting its conclusion. If the Executive does not agree with the Company's determination, he or she shall notify the Company in writing of that disagreement within 30 days after receipt of the Company's notice and detailed calculations. Failure to give such notice of disagreement shall be deemed to constitute acceptance of the determination by the Company, Company and such determination shall become final and binding on the parties. The notice by the Executive shall set forth in reasonable detail why the Executive disagrees with the determination made by the Company and shall be accompanied by the Executive's detailed calculations supporting his or her conclusion. If the Company and the Executive have not resolved their disagreement within ten days after the Company receives the Executive's notice and detailed calculations, the Company and the Executive will each have the right, acting without the other, to shall refer the matter to the firm then serving as a s the independent certified public accountants of the Company, whose determination shall be final and binding on both parties. The Company will endeavor to cause the accounting firm to give both the Executive and the Company written notice of its determination accompanied by its detailed calculations. If (i) neither party refers the dispute to the independent accounting firm within thirty days after the Company receives the Executive's notice, (ii) the Company does not then have a firm serving as its independent certified public accountants or (iii) if the firm then serving in that capacity refuses to resolve the matter or fails to provide written notice of its determination accompanied by its detailed calculations within 30 days after the matter is referred to it, then either party will have the right to commence an arbitration pursuant to Section 13 to resolve the matter. The fees and expenses of the accounting firm will be paid by the Company. If the Company determines that payment of the full Severance Benefits will result in the imposition of a tax as provided above, the Company will have the right to withhold from the payment of Severance Benefits the amount of any reduction determined by it in accordance with Section 2.2. If the Executive disagrees with the determination by the Company, the Company shall have the right to continue to withhold the payments of such amounts until the matter is finally resolved. If such resolution indicates that the Company's determination was incorrect, the Company shall promptly pay to the Executive any amount of Severance Benefits which should would not have been withheld, with interest for the forthe period that the payment was withheld at the reference rate then in effect of the Bank of America National Trust and Savings Association. If such final resolution indicates that the Company did not withhold sufficient funds from the payment of Severance Benefits, the Executive shall promptly refund to the Company any amount which should have been withheld with interest determined as provided above.

Resolution of Disagreements. The Company shall make its determination as to whether any reduction in Severance Benefits (i) If a Notice of Disagreement is required delivered pursuant to Section 2.2 within 15 2.11(c), Parent and the Equityholder Representative shall, during the thirty (30) days after following such delivery (the termination “Negotiation Period”), use their commercially reasonable efforts to reach agreement as to matters set forth in the Notice of Disagreement. During such period, Parent and the Equityholder Representative and their respective representatives shall each have reasonable access to the other party’s working papers, trial balances and similar materials prepared in connection with the other party’s preparation of the employment Proposed Closing Statement and the Notice of Disagreement, as the Executive and again promptly after the Executive exercises any stock options and shall deliver to the Executive written notice of the determination together with the Company's detailed calculations supporting its conclusioncase may be. If the Executive does not agree with the Company's determinationparties reach agreement as to any matters, he or she shall notify the Company in writing of that disagreement within 30 days after receipt of the Company's notice and detailed calculations. Failure to give such notice of disagreement agreement shall be deemed to constitute acceptance of set forth in a written agreement executed by Parent and the determination by the CompanyEquityholder Representative which shall be final, and such determination shall become final conclusive and binding on the parties. The notice by parties and all Shareholders on the Executive shall set forth in reasonable detail why the Executive disagrees with the determination made by the Company and shall be accompanied by the Executive's detailed calculations supporting his or her conclusion. If the Company and the Executive have not resolved their disagreement within ten days after the Company receives the Executive's notice and detailed calculations, the Company and the Executive will each have the right, acting without the other, to refer the matter to the firm then serving as the independent certified public accountants date of the Company, whose determination shall be final and binding on both parties. The Company will endeavor to cause the accounting firm to give both the Executive and the Company such written notice of its determination accompanied by its detailed calculations. If (i) neither party refers the dispute to the independent accounting firm within thirty days after the Company receives the Executive's notice, agreement. (ii) If, during the Company does not then have Negotiation Period, Parent and the Equityholder Representative are unable to reach agreement, they shall promptly thereafter (but in no event later than fifteen (15) Business Days from the end of the Negotiation Period) engage a firm serving of independent accountants of nationally recognized standing reasonably satisfactory to the Equityholder Representative and Parent (or if Parent and the Equityholder Representative do not agree on such a firm within such fifteen (15) Business Days, then Ernst & Young LLP, Deloitte LLP, and PricewaterhouseCoopers LLP shall each be placed on a list and Parent and Equityholder Representative must each strike out one firm name on the list, which remaining named firm will be deemed, the “Arbiter”), to resolve the disagreement. Parent and the Equityholder Representative agree to execute, if requested by the Arbiter, a reasonable engagement letter in customary form. The Arbiter shall promptly review this Agreement, the Proposed Closing Statement and the reports and such other documents accompanying the Notice of Disagreement and shall have access to such personnel as it reasonably deems necessary. The Arbiter shall act solely on the basis of written submissions by the Parent and the Equityholder Representative and shall not conduct an independent review. Each party shall also be entitled to one in-person meeting to discuss with the Arbiter its independent certified public accountants position on the disputed matters. The Arbiter shall, as promptly as practicable and in any event within ninety (90) days of being retained, deliver to the Equityholder Representative and Parent a report setting forth its determinations, provided, however, that the Arbiter’s review and report shall be limited to only such items included in the Proposed Closing Statement that have been disputed in the Notice of Disagreement by the Equityholder Representative, and with respect to each such item or amount, shall select a number within the range of the dispute between Parent and the Equityholder Representative. Such report and the Arbiter’s determination of any adjustments to the Proposed Closing Statement shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. (iii) The Proposed Closing Statement shall become the firm then serving “Final Closing Statement” (A) on the earliest of (1) the thirty-first (31st) day following the delivery of the Proposed Closing Statement if a Notice of Disagreement has not been delivered to Parent by the Equityholder Representative, (2) the date of a Notice of Concurrence, (3) the date on which a written resolution with respect to all differences has been executed pursuant to Section 2.11(d)(i), and (4) the date upon which the Arbiter reaches a final, binding resolution of those disputed items submitted to the Arbiter pursuant to Section 2.11(d)(ii), (B) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 2.11(d)(i), and (C) with such changes as are necessary to reflect the Arbiter’s resolution of matters in that capacity refuses dispute pursuant to resolve Section 2.11(d)(ii). The date on which the matter or fails Proposed Closing Statement shall become the Final Closing Statement pursuant to provide written notice of its determination accompanied by its detailed calculations within 30 days after the matter immediately foregoing sentence is referred to it, then either party will have as the right to commence an arbitration pursuant to Section 13 to resolve the matter. The fees and expenses of the accounting firm will be paid by the Company. If the Company determines that payment of the full Severance Benefits will result in the imposition of a tax as provided above, the Company will have the right to withhold from the payment of Severance Benefits the amount of any reduction determined by it in accordance with Section 2.2. If the Executive disagrees with the determination by the Company, the Company shall have the right to continue to withhold the payments of such amounts until the matter is finally resolved. If such resolution indicates that the Company's determination was incorrect, the Company shall promptly pay to the Executive any amount of Severance Benefits which should not have been withheld, with interest for the period that the payment was withheld at the reference rate then in effect of the Bank of America National Trust and Savings Association“Final Determination Date.”

Resolution of Disagreements. The Company Buyer shall make its determination as to whether any reduction assist the Sellers and their independent auditors in Severance Benefits is required pursuant to Section 2.2 within 15 days after the termination preparation of the employment W/C Statement, and shall provide the Sellers and their independent auditors access at all reasonable times to the personnel, properties, books and records of the Executive and again promptly after Acquired Business for such purpose. The Buyer's independent auditors may participate in the Executive exercises any stock options and shall deliver to the Executive written notice preparation of the determination together with W/C Statement; provided, however, that the CompanyBuyer acknowledges that the Sellers shall have the primary responsibility and authority for preparing the W/C Statement and the Sellers' independent auditors shall have the primary responsibility and authority for certifying the W/C Statement. During the five-day period following the Buyer's detailed calculations supporting its conclusion. If the Executive does not agree with the Company's determination, he or she shall notify the Company in writing of that disagreement within 30 days after receipt of the Company's notice W/C Statement, the Buyer and detailed calculations. Failure its independent auditors will be permitted to give such notice of disagreement shall be deemed to constitute acceptance review the working papers of the determination by the Company, and Sellers' independent auditors relating to such determination Statement. The W/C Statement shall become final and binding upon the parties on the parties. The notice fifth day following receipt thereof by the Executive Buyer unless the Buyer gives written notice of its disagreement (a "Notice of Disagreement") with respect to the W/C Statement to the Sellers prior to such date. Any Notice of Disagreement shall set forth specify in reasonable detail why the Executive disagrees with the determination made by the Company nature of any disagreement so asserted and shall be accompanied by a letter from the ExecutiveBuyer's detailed calculations supporting his or her conclusionindependent auditors indicating that they concur with each of the positions taken by the Buyer in the Notice of Disagreement. If a Notice of Disagreement is received by the Company and Sellers in a timely manner, then the Executive have not resolved their disagreement within ten days after the Company receives the Executive's notice and detailed calculations, the Company and the Executive will each have the right, acting without the other, to refer the matter to the firm then serving W/C Statement (as the independent certified public accountants of the Company, whose determination revised in accordance with clause (i) or (ii) below) shall be become final and binding upon the parties on both parties. The Company will endeavor to cause the accounting firm to give both the Executive and the Company written notice earlier of its determination accompanied by its detailed calculations. If (i) neither party refers the dispute date the parties hereto resolve in writing any differences they have with respect to any matter specified in the independent accounting firm within thirty days after the Company receives the Executive's notice, Notice of Disagreement or (ii) the Company does not then have date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the five-day period following the delivery of a firm serving as its independent certified public accountants or (iii) Notice of Disagreement, the firm then serving Sellers and the Buyer shall seek in that capacity refuses good faith to resolve in writing any differences which they may have with respect to any matter specified in the matter or fails Notice of Disagreement. At the end of such five-day period, the Sellers and the Buyer shall submit to provide written notice an arbitrator (the "Arbitrator") for review and resolution any and all matters that remain in dispute. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The Sellers and the Buyer shall jointly request that the arbitration be conducted in New York City in accordance with the procedures of its determination accompanied by its detailed calculations the American Arbitration Association. The Arbitrator shall render a decision resolving the matters submitted to the Arbitrator within 30 25 days after following submission thereto. The cost of any arbitration (including the matter is referred to it, then either party will have fees of the right to commence an arbitration Arbitrator) pursuant to this Section 13 2(c)(ii) shall be borne 50% by the Buyer and 50% by the Sellers, except that each party shall bear all fees and expenses attributable to resolve any expert witness retained by such party but not the matterother party. The fees and expenses disbursements of the accounting firm will Sellers' independent auditors incurred in connection with their certification of the Adjusted W/C Statement shall be paid borne by the Company. If Sellers, and the Company determines that payment fees and disbursements of the full Severance Benefits will result Buyer's independent auditors incurred in connection with their review of the imposition of a tax as provided above, the Company will have the right to withhold from the payment of Severance Benefits the amount W/C Statement or certification of any reduction determined by it in accordance with Section 2.2. If the Executive disagrees with the determination Notice of Disagreement shall be borne by the Company, the Company shall have the right to continue to withhold the payments of such amounts until the matter is finally resolved. If such resolution indicates that the Company's determination was incorrect, the Company shall promptly pay to the Executive any amount of Severance Benefits which should not have been withheld, with interest for the period that the payment was withheld at the reference rate then in effect of the Bank of America National Trust and Savings AssociationBuyer.

Resolution of Disagreements. The Company shall make its determination as to whether any reduction in Severance Benefits is required pursuant to Section 2.2 within 15 days after the termination of the employment of the Executive and again promptly after the Executive exercises any stock options and shall deliver to the Executive written notice of the determination together with the Company's detailed calculations supporting its conclusion. If the Executive does not agree with the Company's determination, he or she shall notify the Company in writing of that disagreement within 30 days after receipt of the Company's notice and detailed calculations. Failure to give such notice of disagreement shall be deemed to constitute acceptance of the determination by the Company, and such determination shall become final and binding on the parties. The notice by the Executive shall set forth in reasonable detail why the Executive disagrees with the determination made by the Company and shall be accompanied by the Executive's detailed calculations supporting his or her conclusion. If the Company and the Executive have not resolved their disagreement within ten days after the Company receives the Executive's notice and detailed calculations, the Company and the Executive will each have the right, acting without the other, to refer the matter to the firm then serving as the independent certified public accountants of the Company, whose determination shall be final and binding on both parties. The Company will endeavor to cause the accounting firm to give both the Executive and the Company written notice of its determination accompanied by its detailed calculations. If (i) neither party refers the dispute to the independent accounting firm within thirty days after the Company receives the Executive's notice, (ii) the Company does not then have a firm serving as its independent certified public accountants or (iii) the firm then serving in that capacity refuses to resolve the matter or fails to provide written notice of its determination accompanied by its detailed calculations within 30 days after the matter is referred to it, then either party will have the right to commence an arbitration pursuant to Section 13 to resolve the matter. The fees and expenses of the accounting firm will be paid by the Company. If the Company determines that payment of the full Severance Benefits will result in the imposition of a tax as provided above, the Company will have the right to withhold from the payment of Severance Benefits the amount of any reduction determined by it in accordance with Section 2.2. If the Executive disagrees with the determination by the Company, the Company shall have the right to continue to withhold the payments of such amounts until the matter is finally resolved. If such resolution indicates that the Company's determination was incorrect, the Company shall promptly pay to the Executive any amount of Severance Benefits which should not have been withheld, with interest for the period that the payment was withheld at the reference rate then in effect of the Bank of America National Trust and Savings Association.should