Resolution of Disputed Items Sample Clauses

Resolution of Disputed Items. After the completion and delivery of the Final Settlement Statement, the parties shall negotiate in good faith to attempt to reach agreement on the amount due with respect to any disputed items in the Final Settlement Statement. If the parties agree on the amount due with respect to any disputed items, and a payment adjustment is required, the party owing payment will pay the other party within 10 days after the parties reach agreement. If the parties are unable to agree on the amount due with respect to any disputed items within 60 days after the preparer of the Final Settlement Statement receives the recipient’s written exceptions to the Final Settlement Statement, then the parties will attempt to resolve their disagreement with respect to the disputed items pursuant to the dispute resolution procedure set forth in Section 11.3.
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Resolution of Disputed Items. After the completion and delivery of the Final Settlement Statement, the parties shall negotiate in good faith to attempt to reach agreement on the amount due with respect to any disputed items in the Final Settlement Statement. If the parties agree on the amount due with respect to any disputed items, and a payment adjustment is required, the party owing payment will pay the other party within ten (10) days after the parties reach agreement. If the parties are unable to agree on the amount due with respect to any disputed items within thirty (30) days after Seller receives Buyer’s written exceptions to the Final Settlement Statement, then the disputed items shall be exclusively and finally resolved by arbitration to be conducted in Fort Worth, Texas, by a nationally-recognized independent accounting firm selected by: (i) mutual agreement of Buyer and Seller; or (ii) absent such agreement, by the Dallas office of the American Arbitration Association (the “Accounting Consultant”). The Accounting Consultant shall not have been engaged to provide substantial work by any party or its Affiliates within the five (5) year period preceding the arbitration. The Accounting Consultant, once appointed, shall have no ex parte communications with any of the parties concerning the determination required hereunder. All communications between any party or its Affiliates and the Accounting Consultant shall be conducted in writing, with copies sent simultaneously to the other party in the same manner, or at a meeting or conference call to which the representatives of both parties have been invited and of which such parties have been provided at least five (5) days’ notice. Within ten (10) days of appointment of the Accounting Consultant, each of Seller and Buyer shall present the Accounting Consultant with its position with respect to the disputed items, and all other supporting information that it desires, with a copy to the other party. The Accounting Consultant shall also be provided with a copy of this Agreement. Within thirty (30) days after receipt of such materials and after receipt of any additional information required by the Accounting Consultant, the Accounting Consultant shall make its determination, which shall be in accordance with the terms of this Agreement and shall be within the disputed range, and such determination shall be final and binding upon the parties, without right of appeal, absent manifest error. The Accounting Consultant may not award damages, ...
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Resolution of Disputed Items. If a notice of disagreement shall be duly delivered pursuant to Section 8.4(q), the Partners shall, during the thirty (30) days following such delivery, use their best efforts to reach agreement on the disputed items or amounts. If during such period, the Partners are unable to reach such agreement, they shall promptly jointly retain a nationally recognized accounting firm that is not the principal independent accountant of the Partnership, the Ultimate Parent of either set of Related Partners (the “Accounting Referee”) to resolve the disputed items or amounts. In making its calculations, the Accounting Referee shall consider only those items or amounts as to which the Partners have disagreed and, with respect to each item or amount, shall select a number within the range of the dispute between the Partners. The Accounting Referee shall deliver to the Partners, as promptly as practicable (but, in any event, within thirty (30) days after submission of the dispute to it), a report setting forth its resolution of the disputed items. Such report shall be final and binding upon the Partners. The costs of the Accounting Referee shall be shared equally by the Triggering Partners and the Non-Triggering Partners. The General Manager will, and will cause the Partnership’s independent accountants to, cooperate and assist the Partners in conducting their review of the calculations of the Working Capital Amounts referred to herein, including without limitation, making available to the extent necessary any books, records, work papers and personnel (it being understood that if the process of finally determining the Working Capital Amounts continues after the Dissolution Date, the Partners thereafter will also provide each other such cooperation and assistance).
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Resolution of Disputed Items. After the completion and delivery of the Final Settlement Statement, the parties shall negotiate in good faith to attempt to reach agreement on the amount due with respect to any disputed items in the Final Settlement Statement. If the parties agree on the amount due with respect to any disputed items, and a payment adjustment is required, the party owing payment will pay the other party within 10 days after the parties reach agreement. If the parties are unable to agree on the amount due with respect to any disputed items within 60 days after KMG receives W&T’s written exceptions to the Final Settlement Statement, then the disputed items will be submitted to a mutually agreed upon independent expert (“Accounting Referee”). The costs and expenses of the Accounting Referee shall be shared equally by W&T and KMG. Within 10 days after a decision of the Accounting Referee, W&T and KMG, as the case may be, shall promptly make a cash payment to the other equal to the sum as may be found by the Accounting Referee.
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Resolution of Disputed Items. After the completion and delivery of the Final Settlement Statement, the Parties agree to negotiate in good faith to attempt to reach agreement on the amount due with respect to any disputed items in the Final Settlement Statement. If the Parties agree on the amount due with respect to any disputed items, and a payment adjustment is required, the Party owing payment will pay the other Party within ten (10) days after the Parties reach agreement. If the Parties are unable to agree on the amount due with respect to any disputed items within sixty (60) days after Sellers receive Buyer's written exceptions to the Final Settlement Statement, then (i) the Parties will attempt to resolve their disagreement with respect to the disputed items by mediation, as provided in Section 11.14 hereof, and (ii) if the Parties are unable to resolve their disagreement over the disputed items by mediation, either Party may seek a judicial determination of the amount actually due in connection with the disputed items.
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Resolution of Disputed Items. (a) If a notice complying with the provisions of the clause headed “Notification of Disputed Items” is received by the Purchaser, the parties shall use their best endeavours to agree in writing the item or items disputed by the Seller. If such item or items are not agreed in writing between the parties within 20 Business Days following the delivery of such notice the item or items in dispute shall be determined by the Independent Accountants in accordance with the clause headed “Independent Accountants”. (b) The Draft Completion Accounts adjusted to reflect the item or items as agreed between the parties in writing or as determined by the Independent Accountants shall constitute the Completion Accounts for the purposes of this agreement. The Net Asset Value, Debt, NCLs and Cash as determined by reference to the Completion Balance Sheet shall be utilised to determine the Purchase Price (other than the Deferred Consideration).
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Resolution of Disputed Items. (a) If a notice complying with the provisions of the clause headed “Notification of Disputed Items” is received by the Providing Party, the parties shall use their best endeavours to agree in writing the item or items disputed by the Receiving Party. If such item or items are not agreed in writing between the parties within 20 Business Days following the delivery of such notice the item or items in dispute shall be determined by the Independent Accountants in accordance with the clause headed “Independent Accountants”. (b) The Draft Deferred Consideration Statement adjusted to reflect the item or items as agreed between the parties in writing or as determined by the Independent Accountants shall constitute the Deferred Consideration Statement for the purposes of this agreement and shall be binding on the parties. The EBITA as determined in the Deferred Consideration Statement shall be utilised to determine the Deferred Consideration.
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Resolution of Disputed Items. Promptly after the delivery of a Notice of Disagreement, Purchaser and Parent, and, at the option of each of Purchaser and Parent, representatives from their respective principal accounting firms (Deloitte & Touche (“D&T”) on behalf of Seller and BDO Xxxxxxx LLP (“BDO”) on behalf of Purchaser, shall endeavor in good faith to resolve all Disputed Items. If Purchaser and Parent are unable to resolve all Disputed Items within thirty (30) days after receipt by Purchaser of the Notice of Disagreement, then D&T and BDO shall together, within ten (10) business days thereafter, appoint a representative of an independent, internationally-recognized accounting firm (other than D&T and BDO) located in New York City (the “Independent Auditor”) to resolve all remaining Disputed Items and deliver a notice to the Independent Auditor of all items remaining in dispute (the “Independent Auditor Notice”). Purchaser and Parent will be deemed to have agreed with all items and amounts contained in the Closing Date Statement other than the Disputed Items described in the Independent Auditor Notice, and the Independent Auditor shall not be authorized to consider any adjustments to any of the items in the Closing Date Statement other than the Disputed Items described in the Independent Auditor Notice. Within twenty (20) days after the selection of the Independent Auditor, Parent and Purchaser shall present to the Independent Auditor their respective positions with respect to any and all unresolved Disputed Items, including such materials as the Independent Auditor may request. The Independent Auditor shall, within ninety (90) days after the submission of the evidentiary materials, submit its written decision on each Disputed Item to Parent and Purchaser. Any determination by the Independent Auditor with respect to any Disputed Item shall be final, binding and conclusive on each party to this Agreement. Each of Seller and Purchaser shall bear fifty percent (50%) of the Independent Auditor’s fees and expenses.
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Resolution of Disputed Items. The Parties shall endeavor to resolve in good faith any disagreement with respect to the Completion Accounts and the Certificate within ten (10) Business Days after Purchaser’s receipt of the Objection Notice. If the Sellers’ Agents and the Purchaser do not reach an agreement on the Completion Accounts and on the amounts of the Working Capital, the Net Debt, the Purchase Price and the Purchase Price Adjustments within the period referred to above, then the Disputed Items (and only the Disputed Items) shall be referred, on the application of the most diligent Party between the Purchaser and the Sellers’ Agents, for determination by an Accounting Firm. If such Accounting Firm (or any of its successors) appointed in accordance with the procedure set out hereafter refuses, or is unable to carry out its assignment hereunder, then the Purchaser and the Sellers’ Agents shall use all reasonable endeavors to agree on the appointment of another independent firm of internationally recognized chartered accountants. Failing an agreement between the Purchaser and the Sellers’ Agent on such designation within ten (10) Business Days, any of them may request the President of the Commercial Court of Paris ruling under summary proceedings (statuant en référé) to appoint an independent firm of internationally recognized chartered accountants. The Accounting Firm referred to above or its successors appointed in accordance with the procedure set out above shall be referred to herein as the “Expert”.
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Related to Resolution of Disputed Items

  • Resolution of Dispute Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.

  • Resolution of Disputes Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

  • Resolution of Disagreements Disputes arising under this Agreement will be resolved informally by discussions between Agency Points of Contact, or other officials designated by each agency.

  • Resolution of Discrepancies In the event of any discrepancy between the information set forth in any report provided by the Custodian to the Company and any information contained in the books or records of the Company, the Company shall promptly notify the Custodian thereof and the parties shall cooperate to diligently resolve the discrepancy.

  • Determination of Disputes Any dispute arising under this Section 2.6 shall be resolved pursuant to the dispute resolution procedures of Article 7.

  • Mediation of Disputes The parties shall endeavor in good faith to settle within 90 days any controversy or claim arising out of or relating to this Agreement or the breach thereof through mediation with JAMS, Endispute or similar organizations. If the controversy or claim is not resolved within 90 days, the parties shall be free to pursue other legal remedies in law or equity.

  • Full Settlement; Resolution of Disputes (a) The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Section 6(a)(ii) of this Agreement, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. (b) If there shall be any dispute between the Company and the Executive (i) in the event of any termination of the Executive's employment by the Company, whether such termination was for Cause, or (ii) in the event of any termination of employment by the Executive, whether Good Reason existed, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was for Cause or that the determination by the Executive of the existence of Good Reason was not made in good faith, the Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 6(a) of this Agreement as though such termination were by the Company without Cause or by the Executive with Good Reason; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this paragraph except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

  • Arbitration of Disputes Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Boston, Massachusetts in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 8 shall be specifically enforceable. Notwithstanding the foregoing, this Section 8 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 8.

  • Settlement of Dispute The parties shall strive to settle any dispute arising from, out of or in connection with the interpretation or performance of this Agreement through friendly negotiation. In case no settlement can be reached through negotiation within six months, each party can submit such matter to China International Economic and Trade Arbitration Commission (the "CIETAC"). The arbitration shall follow the current rules of CIETAC. The arbitration award shall be final and binding upon the parties and shall be enforceable in accordance with its terms.

  • Informal Resolution of Disputes 10.5.1 Upon receipt by one Party of notice of a dispute by the other Party pursuant to Section 10.3 or Section 10.4.5, each Party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The location, form, frequency, duration, and conclusion of these discussions will be left to the discretion of the representatives. Upon agreement, the representatives may utilize other alternative Dispute Resolution procedures such as mediation to assist in the negotiations. Discussions and the correspondence among the representatives for purposes of settlement are exempt from discovery and production and will not be admissible in the arbitration described below or in any lawsuit without the concurrence of both Parties. Documents identified in or provided with such communications that were not prepared for purposes of the negotiations are not so exempted, and, if otherwise admissible, may be admitted in evidence in the arbitration or lawsuit.

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