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. 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. 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. 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. 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. (i) Seller and Purchaser shall discuss the objections set forth in the Statement of Objections in good faith and shall attempt to resolve such objections. If Seller and Purchaser reach agreement with respect to any objection, such agreement shall be reflected in a written amendment to the Closing Date Balance Sheet by Seller and Purchaser and shall be conclusive, final and binding on the parties hereto. The Closing Date Balance Sheet, as amended finally by the parties, and, if necessary, by the Accounting Expert, is referred to herein as the "FINAL CLOSING DATE BALANCE SHEET" (and the resultant Closing Net Working Capital as reflected in and calculated from such Final Closing Date Balance Sheet is referred to herein as the "FINAL CLOSING NET WORKING CAPITAL") and shall become binding upon Seller, its Affiliates and Purchaser for purposes of the post-closing adjustments set forth in this SECTION 1.4.
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. Seller and Buyer shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Seller and Buyer shall submit such dispute to a regionally recognized accounting firm mutually agreed by the Parties (the “Accounting Firm”). Any submissions to the Accounting Firm must be written and delivered to each party to the dispute. The Accounting Firm shall consider only those items and amounts which are identified in the Objections Statement as being items which Seller and Buyer are unable to resolve. Seller and Buyer shall use their commercially reasonable efforts to cause the Accounting Firm to resolve all disagreements as soon as practicable and in any event within forty-five (45) days after the submission of any dispute. Further, the Accounting Firm’s determination shall be based solely on the presentations by Bxxxx and Seller that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Neither Seller nor Buyer shall have or conduct any communication, either written or oral, with the Accounting Firm without the other Party either being present or receiving a concurrent copy of any such written communication. The resolution of the dispute by the Accounting Firm shall be final, binding and non-appealable on the Parties, absent fraud or manifest error. The initial retainer charged by the Accounting Firm upon engagement thereof shall be shared equally by Bxxxx and Seller; provided, that the final costs and expenses (including the initial retainer) of the Accounting Firm shall be allocated based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party in the presentation to the Accounting Firm. For example, if Seller submits an Objections Statement for $1,000, and if Buyer contests only $500 of the amount claimed by Seller, and if the Accounting Firm ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of the Accounting Firm will be allocated 60% (i.e., 300/500) to Buyer and 40% (i.e., 200/500) to Seller.
