Resolution of Objections. The Parties shall make good faith efforts to resolve any disputed amounts by mutual agreement within 60 days after the Payee’s receipt of a notification of disputed amounts pursuant to Section 5.8(b). If the disputed amounts are not resolved within such period, or such extended period as may be agreed in writing by the Parties, the disputed amounts will constitute a Dispute and may be submitted by either Party for resolution pursuant to the Dispute Resolution Procedure. Once the disputed amounts are resolved, the Payor shall pay any amount determined to be owing to the Payee within five Business Days after the Payor receives an invoice from the Payee for such amount.
Resolution of Objections. Objection from matters not determined in this contract shall be processed in business custom or in negotiation with the issuing company and the underwriter.
Resolution of Objections. If Seller gives to Purchaser written notice of dispute (a “Notice of Dispute”) of any element of the Closing Statement within thirty (30) calendar days after receiving the Closing Statement, the disputed amount shall be negotiated between Seller (for itself and/or on behalf of the Selling Affiliate, as applicable) and Purchaser. After the delivery by Seller to Purchaser of any such Notice of Dispute, Purchaser and Seller shall use their reasonable best efforts to reconcile their differences with respect to any disputed amount, and any written resolution by them as to any disputed item set forth in the Notice of Dispute shall be final and binding on the parties hereto. If Purchaser and Seller are unable to reach a resolution on all disputed items within thirty (30) calendar days after the delivery of the Notice of Dispute, either Purchaser or Seller may, by written notice, submit the items remaining in dispute for resolution to an internationally recognized firm of independent public accountants reasonably acceptable to both Purchaser and Seller (the “Independent Accounting Firm”), whereupon each of Purchaser and Seller shall promptly furnish to the Independent Accounting Firm such party’s final offer for the settlement of all items remaining in dispute (each a “Final Offer”). If Purchaser and Seller are unable to agree upon the selection of the Independent Accounting Firm within thirty (30) calendar days after the delivery of the Notice of Dispute, then each party shall promptly thereafter designate one internationally recognized firm of independent public accountants. The parties shall cause such firms promptly thereafter jointly to select a third firm to serve as the Independent Accounting Firm (which shall be an internationally recognized firm of independent public accountants that does not have a material business relationship with either Seller or Purchaser or any of their respective Affiliates), and any such selection shall be binding on Purchaser and Seller with respect to resolving such disputed items. The Independent Accounting Firm shall resolve such disputed items in a manner which is consistent with this Agreement but which shall not exceed the Final Offer of either Seller or Purchaser. All dispute resolution proceedings in connection with the Closing Statement or amount payable hereunder shall take place at the offices of the Independent Accounting Firm in New York, New York or at such other location as Purchaser and Seller may otherwise mutua...
Resolution of Objections. In the event that the Customer has objected to a Subcontractor in accordance with Section 6.4 above, the parties shall discuss various activities to resolve the reason for the Customer's objection together. If the parties cannot agree on any solution within a reasonable period of time, which shall not exceed thirty (30) days, the Customer may terminate the Main Agreement and this Processor Agreement by notifying the Supplier in writing. The Supplier is under no obligation to refund any payments made in advance for the agreed services under the Main Agreement.
Resolution of Objections. Any dispute concerning any portion or amount of the Closing Balance Sheet, the Closing Net Working Capital, the Purchased Cash, the Final Indebtedness Amount, and the Price Adjustment Amount which cannot be resolved by the Parties within 30 days after J&J’s receipt of Parent’s timely written objection given under subsection (h) above will be submitted for determination to a nationally recognized independent accounting firm as is mutually acceptable to Buyer and Parent and provides reasonable assurances of limiting the members of such project to those who have not previously been engaged by Xxxxx, Parent or their respective affiliates (the “Arbiter”) for resolution of the disputed items and final determination of the Closing Net Working Capital, the Purchased Cash, the Final Indebtedness Amount and the Price Adjustment Amount. The Parties will require the Arbiter to assign the matter to a certified public accountant with experience in mergers and acquisitions involving the distributed gaming industry. Prior to referring the matter to the Arbiter, the Parties shall agree on the procedures to be followed by the Arbiter, including procedures with regard to the presentation of evidence. If the Parties are unable to agree upon procedures prior to referral of the dispute to the Arbiter, the Arbiter shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either J&J or Parent. J&J, Xxxxxx and their respective representatives will each furnish to the Arbiter such work papers, schedules and other documents relating to the unresolved disputed issues as the Arbiter may reasonably request. The Arbiter shall be directed to render a written report on the unresolved disputed issues with respect to the Closing Statement, Closing Balance Sheet, the Closing Net Working Capital, the Purchased Cash, the Final Indebtedness Amount, and the Price Adjustment Amount as promptly as practicable, and to resolve only those issues in dispute. The determination by the Arbiter shall be based solely upon the applicable provisions of this Agreement and on presentations by J&J, on the one hand, and Parent, on the other hand, and shall not involve independent review. Any determination of the Price Adjustment Amount by the Arbiter shall not be outside the range defined by the respective amounts in the Closing Statement proposed by J&J and ...
Resolution of Objections. If the Indemnifying Party does timely object to any claim or claims made in a Claim Certificate by delivering a written Notice of Objection within thirty (30) days after delivery of the Claim Certificate, the Parties shall attempt to agree upon the rights of the respective parties with respect to each of such claims. If the Parties should so agree, a written memorandum setting forth such agreement shall be prepared and signed by the Parties and such memorandum, and the agreements contained therein, shall be final and binding on the Parties (and the other Indemnified Parties), and all other Persons having any interest therein.
Resolution of Objections. SunSource and the Partnership shall discuss the objections set forth in the Statement of Objections in good faith and shall attempt to resolve such objections by mutual written agreement. If the Parties reach such an agreement, such agreement shall be reflected in a written amendment to the Closing Date Balance Sheet signed by each of SunSource and the Partnership, and such Closing Date Balance Sheet, as so amended, shall be the Final Closing Date Balance Sheet (and the resultant Closing Net Working Capital and Closing Net Tangible Asset Value, each as reflected in and calculated from such Final Closing Date Balance Sheet, as amended, shall be the Final Closing Net Working Capital and the Final Closing Net Tangible Asset Value) and shall become binding upon the SunSource Entities and the Partnership for purposes of the post-closing adjustments set forth in this Section 2.3. If SunSource and the Partnership do not reach such written agreement by the close of business on the thirtieth (30th) day following delivery to the Partnership of the Statement of Objections, the Partnership and SunSource will jointly select the New York office of one of the five (5) largest United States independent certified public accountants (other than PriceWaterhouseCoopers and Ernst & Young) that has no material business relationships with the Partnership or SunSource or its Affiliates (the "Accounting Expert"), who, acting as an expert and not as an arbitrator, shall resolve those matters still in dispute with respect to the Closing Date Balance Sheet and, as applicable, the Closing Net Working Capital and Closing Net Tangible Asset Value. If the Partnership and SunSource fail to agree on an Accounting Expert within forty-five (45) Business Days after the receipt by the Partnership of the Statement of Objections, either the Partnership or SunSource may request the American Arbitration Association to appoint such an Accounting Expert (or another accounting firm if all five accounting firms decline to or are disqualified from accepting the dispute), and such appointment shall be conclusive and binding upon the Partnership and the SunSource Entities. Any adjustments to the Closing Date Balance Sheet made by the Accounting Expert shall be the Final Closing Date Balance Sheet (and any adjustments to either the Closing Net Working Capital or the Closing Net Tangible Asset Value shall be the Final Closing Net Working Capital or the Final Closing Net Tangible Asset Value, as applicable)...
Resolution of Objections. If the Indemnified Party and the Indemnifying Party are unable to agree as to any claim for Losses pursuant to Section 8.4(a) or Section 8.4(b), then either party shall be permitted to submit such dispute for resolution pursuant to Section 9.4.
Resolution of Objections. Purchaser and the Company Stockholder Representative shall negotiate in good faith to resolve any dispute arising under Section 1.13(c) for a period not to exceed 30 days (except by mutual agreement and which may be shortened by mutual agreement). Any objection timely made under Section 1.13(c) that the Company Stockholder Representative and Purchaser are unable to so resolve shall be determined by a "Neutral Accountant" as defined below. A "Neutral Accountant" means an accountant or accounting firm mutually agreed by the Parties or, if the Parties fail or are unable to agree, an independent accounting firm which satisfies each of the following requirements:
Resolution of Objections. (i) Following receipt of any Objection Notice, Seller and Buyer shall discuss in good faith the applicable objections set forth therein for a period of thirty (30) days from such receipt and shall, during such period, attempt to resolve the matter or matters in dispute by mutual written agreement. If the parties reach such an agreement, such agreement shall be confirmed in writing, the Final Closing Statement shall be revised to reflect such agreement, and such Final Closing Statement, as so revised, shall thereafter be final and binding upon Seller and Buyer for purposes of any post-Closing adjustment pursuant to this Section 1.9.
(ii) If Buyer and Seller are unable to reach a mutual agreement in whole or in part in accordance with Section 1.9(b)(i) during the thirty (30) day period referred to therein, then the Des Moines, Iowa office of KPMG LLP (the "Accounting Firm") shall be engaged to resolve those matters still in dispute with respect to the Final Closing Statement. In connection with engaging the Accounting Firm, each party agrees, if requested by the Accounting Firm, to execute an engagement letter on terms reasonably satisfactory to Seller and Buyer. The Accounting Firm shall make a final and binding resolution of the disputes or disagreements between Buyer and Seller with respect to the Final Closing Statement. The Accounting Firm shall be instructed that, in making its final and binding resolution, it must select a position with respect to the Final Closing Statement that is (A) exactly the final position of Buyer (as set forth in the Final Closing Statement), (B) exactly the final position of Seller (as set forth in the Objection Notice), or (C) between the final position of Buyer and the final position of Seller, and that it must make its final and binding resolution within thirty (30) days of its selection. In any event, the Accounting Firm shall select such a position by applying the principles and methods applied in preparing the Preliminary Closing Statement and the Final Closing Statement. No appeal from such determination shall be permitted.
(iii) The costs and expenses for the services of the Accounting Firm (the "Accounting Firm Expenses") shall be borne as follows: if the position selected by the Accounting Firm is exactly the final position of either Buyer or Seller, the party whose position was not selected shall pay the Accounting Firm Expenses; if the position selected by the Accounting Firm is between the final position of Buye...
