Resolution of Disputed Adjustment Amount. Buyer Sub 1 and Seller shall use their best efforts for a period of thirty (30) calendar days after Buyer Sub 1's delivery of such notice (or such longer period as Buyer Sub 1 and Seller shall mutually agree upon) to resolve any disagreements raised by Buyer Sub 1 with respect to the calculation of the Adjustment Amount. If, at the end of such period, Buyer Sub 1 and Seller are unable to resolve such disagreements, KPMG Peat Marwick shall resolve any remaining disagreements. The determination by KPMG Peat Marwick shall be final, binding and conclusive on the parties. Buyer Sub 1 and Seller shall use their best efforts to cause KPMG Peat Marwick to make its determination within thirty (30) calendar days of accepting its selection. Within ten (10) calendar days after the date of determination of KPMG Peat Marwick, Buyer Sub 1 shall pay Seller, or Seller shall pay Buyer Sub 1, as the case may be, and/or Seller and Buyer Sub 1 shall cause to be paid out of the Escrow Account to Buyer Sub 1 or Seller, as the case may be, the Adjustment Amount in the manner set forth in Section 2.5(b). The fees and expenses of KPMG Peat Marwick shall be borne by Buyer Sub 1 and Seller equally.
Resolution of Disputed Adjustment Amount. Acquiror and Seller shall use their reasonable efforts for a period of thirty (30) calendar days after Seller's delivery of such notice (or such longer period as Acquiror and Seller shall mutually agree upon) to resolve any disagreements raised by Seller with respect to the calculation of the Adjustment Amount and shall promptly execute and deliver appropriate joint written instructions to the Escrow Agent if such disagreement is resolved. If, at the end of such period, Acquiror and Seller are unable to resolve such disagreements, Acquiror and Seller shall jointly select an independent auditor of recognized national standing that is not Xxxxxxxx to resolve any remaining disagreements; provided that PricewaterhouseCoopers LLP will be the independent auditor if Acquiror and Seller cannot agree on the selection of such independent auditor. The determination by such independent auditor shall be final, binding and conclusive on the parties. Acquiror and Seller shall use their reasonable efforts to cause the independent auditor to make its determination within thirty (30) calendar days of accepting its selection. Within ten (10) calendar days after the date of determination of such independent auditor, Acquiror and Seller shall promptly execute and deliver joint written instructions to the Escrow Agent, instructing the Escrow Agent to distribute to Acquiror and/or Seller, as the case may be, any funds remaining in the Escrow Account in accordance with the determination of the independent auditor. The fees and expenses of such independent auditor shall be borne by Acquiror and Seller Parties in proportion to the aggregate amount of all disputed items as to which such party's claim was unsuccessful (i.e., if there are $1,000,000 of disputed items and the independent auditor determines that Seller's claim prevails with respect to $250,000 of such disputed items and Acquiror's claim prevails with respect to $750,000 of such disputed items, then Seller Parties would be obligated to pay seventy five percent (75%) of the fees and expenses and Acquiror would be obligated to pay twenty five percent (25%) of the fees and expenses).
Resolution of Disputed Adjustment Amount. Buyer and Seller shall use their best efforts for a period of thirty (30) calendar days after Buyer's delivery of such notice (or such longer period as Buyer and Seller shall mutually agree upon) to resolve any disagreements raised by Buyer with respect to the calculation of the Adjustment Amount. If, at the end of such period, Buyer and Seller are unable to resolve such disagreements, Arthxx Xxxexxxx xxx Co., and KPMG Peat Marwick LLP, independent auditors of Buyer and Seller, respectively, shall jointly select a third independent auditor of recognized national standing to resolve any remaining disagreements. The determination by [ ** ] This material has been omitted pursuant to a request for confidential treatment. The material has been filed separately with the Commission. such third independent auditor shall be final, binding and conclusive on the parties. Buyer and Seller shall use their best efforts to cause such third independent auditor to make its determination within thirty (30) calendar days of accepting its selection. Within ten (10) calendar days after the date of determination of such third independent auditor, Buyer shall pay Seller, or Seller shall pay Buyer, as the case may be, the Adjustment Amount in the manner set forth in Section 2.5(b). The fees and expenses of such third independent auditor shall be borne by Buyer and Seller equally.
Resolution of Disputed Adjustment Amount. Buyer and the Seller Representative shall use their reasonable efforts for a period of 30 calendar days after the Seller Representative’s delivery of such notice (or such longer period as Buyer and the Seller Representative shall mutually agree upon) to resolve any disagreements raised by the Seller Representative with respect to the calculation of the Adjustment Amount. If, at the end of such period, Buyer and the Seller Representative are unable to resolve such disagreements, Buyer and the Seller Representative shall jointly select an independent auditor of recognized national standing to resolve any remaining disagreements, provided that Ernst & Young LLP will be the independent auditor if Buyer and the Seller Representative cannot agree on the selection of such independent auditor. The determination by such independent auditor shall be final, binding and conclusive on the parties. Buyer and the Seller Representative shall use their reasonable efforts to cause the independent auditor to make its determination within 30 calendar days of accepting its selection. The fees and expenses of such independent auditor shall be borne by Buyer and the Seller Representative in proportion to the aggregate amount of all disputed items as to which such party’s claim was unsuccessful (i.e., if there are $1,000,000 of disputed items and the independent auditor determines that the Seller Representative’s claim prevails with respect to $250,000 of such disputed items and Buyer’s claim prevails with respect to $750,000 of such disputed items, then the Seller Representative would be obligated to pay 75% of the fees and expenses and Buyer would be obligated to pay 25% of the fees and expenses).
Resolution of Disputed Adjustment Amount. Allergan and Farallon shall use their respective commercially reasonable efforts for a period of thirty (30) calendar days after Farallon's delivery of a Dispute Notice (or such longer period as Allergan and Farallon shall mutually agree upon) to resolve any disagreement raised by Farallon with respect to the Closing Expense Schedule, or the calculation of the Pre-Closing G&A Expenses or the Adjustment Amount. If, at the end of such period, Allergan and Farallon are unable to resolve such disagreement, Farallon and Allergan, respectively, shall jointly select an independent auditor of recognized international standing to resolve any remaining disagreement. The determination by such independent auditor shall be final, binding and conclusive on the parties. Allergan and Farallon shall use their respective commercially reasonable efforts to cause such independent auditor to make its determination within thirty (30) calendar days of accepting its selection. Within fifteen (15) business days after the date of determination of such independent auditor, Farallon shall pay Allergan, or Allergan shall pay Farallon, as the case may be, any and all remaining unpaid portions of the Adjustment Amount in the manner set forth herein. Allergan and Farallon shall each pay one half of the fees and expenses of such independent auditor.
Resolution of Disputed Adjustment Amount. Buyer and Sellers will use their best efforts for a period of thirty (30) calendar days after Buyer's delivery of such notice to resolve any disagreements with respect to the calculation of the Adjustment Amount. If, at the end of such period, Buyer and Sellers are unable to resolve such disagreements, they shall be arbitrated pursuant to Section 10.7.
Resolution of Disputed Adjustment Amount. (i) Parent and Seller shall use their reasonable best efforts for a period of thirty (30) calendar days after Seller’s delivery of a Closing Dispute Notice (or such longer period as Parent and Seller shall mutually agree upon) to resolve any disagreements raised by Seller in such Closing Dispute Notice. If, at the end of such period, Parent and Seller are unable to resolve such disagreements, the parties shall jointly select RSM Xxxxxxx Xxxxxxxxxxx (Toronto office) or, if it is unable or unwilling to serve, another independent accounting firm of recognized international standing (the “Arbitrator”) for review and resolution of all matters (but only such matters) which remain in dispute and which were properly included in the Closing Dispute Notice. The parties shall instruct the Arbitrator to, and the Arbitrator shall, make a final determination of the items included in the Closing Dispute Notice (to the extent such amounts are in dispute) in accordance with the guidelines and procedures set forth in this Agreement. The parties shall instruct the Arbitrator to not, and the Arbitrator shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Parent, on the one hand, or Seller, on the other hand, or less than the smallest value for such item assigned by Parent, on the one hand, or Seller, on the other hand. Parent and Seller shall also instruct the Arbitrator to, and the Arbitrator shall, make its determination based solely on presentations by Parent and Seller which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The determination by the Arbitrator shall be final, binding and conclusive on all parties. Parent and Seller shall use their reasonable best efforts to cause the Arbitrator to make its determination within thirty (30) calendar days of accepting its selection. Within five (5) Business Days after the date of determination of the Arbitrator, Parent and Seller shall cause the Adjustment Amount to be paid in accordance with Section 2.5(b)(i) or Section 2.5(b)(ii), as applicable.
(ii) The dispute resolution procedures set forth in this Section 2.5(d) are the sole and exclusive means and remedy for determining and calculating the Final Closing Statement and the components thereof for the purposes of this Section 2.5, other than in the event of Fraud, in which case the aggrieved party shall be entitled to such other rights and...
Resolution of Disputed Adjustment Amount. Buyer and the Seller Parties shall use their best efforts for a period of 30 calendar days after Buyer's delivery of such notice (or such longer period as Buyer and the Seller Parties shall mutually agree upon) to resolve any disagreements raised by the Seller Parties with respect to the calculation of the Adjustment Amount. If, at the end of such period, Buyer and the Seller Parties are unable to resolve such disagreements, and the amount in dispute is greater than $50,000, then Xxxx X. Xxxxx CPA and Coopers & Xxxxxxx, independent auditors of the Seller Parties, and Buyer, respectively, shall jointly select a third independent auditor of recognized national standing to resolve any remaining disagreements. The determination by such third independent auditor shall be final, binding and conclusive on the parties. Buyer and the Seller Parties shall use their best efforts to cause such third independent auditor to make its determination within 30 calendar days of accepting its selection. Within ten calendar days after the date of determination of such third independent auditor, Buyer shall pay Xxxxxx Xxxx, or the Seller Parties shall pay Buyer, as the case may be, the Adjustment Amount. The fees and expenses of such third independent auditor shall be borne by Buyer and the Seller Parties equally. If the amount in dispute is $50,000 or less then Buyer and Xxxxxx Hawk shall flip a coin and the winning party's positions shall be accepted.
Resolution of Disputed Adjustment Amount. Buyer and Seller shall ---------------------------------------- use their best efforts for a period of 30 calendar days after Buyer's delivery of such notice (or such longer period as Buyer and Seller shall mutually agree upon) to resolve any disagreements over the Disputed Adjustment Amount. If, at the end of such period, Buyer and Seller are unable to resolve such disagreements, the national accounting firm of Ernst & Young LLP shall resolve any remaining disagreements. The determination by Ernst & Young LLP shall be final, binding and conclusive on the parties. Buyer and Seller shall use their best efforts to cause Ernst & Young LLP to make its determination within 30 days. Within 5 Business Days after the date of determination of Ernst & Young LLP, the Adjustment Amount (after giving effect to the determination of the Disputed Adjustment Amount by Ernst & Young LLP) shall be paid in a manner set forth in Section 2.5(b). The fees and expenses of Ernst & Young LLP shall be borne by Buyer and Seller equally.
Resolution of Disputed Adjustment Amount. The Purchaser and the Parent shall use their best efforts for a period of thirty (30) calendar days after the Parent's delivery of such notice of disagreement (or such longer period as the Purchaser and the Parent shall mutually agree upon) to resolve any disagreements raised by the Parent with respect to the calculation of the Adjustment Amount. If, at the end of that thirty (30) day period, the Purchaser and the Parent are unable to resolve the disagreements, PWC and KPMG, independent auditors of the Sellers and the Purchaser, respectively, shall jointly select a third independent auditor of recognized international standing to resolve any remaining disagreements. The determination by the third independent auditor shall be final, binding and conclusive on the parties. The Purchaser and the Parent shall use their best efforts to cause the third independent auditor to make its determination within thirty (30) calendar days of accepting its selection. Within five (5) calendar days after the date of determination of the third independent auditor, the Parent shall pay the Purchaser the Adjustment Amount, if any, in the manner set forth in Section 2.5(b). The fees and expenses of the third independent auditor shall be borne by the Purchaser and the Parent in proportion to the amount of the disputed item with respect to which such party's claim was unsuccessful.
