Common use of Resolution of Objections Clause in Contracts

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 mutually agree in writing.

Resolution of Objections. If Seller gives to Purchaser written notice of dispute provides an Objection Notice within the Notice Period, Seller and Buyer shall negotiate in good faith during the fifteen (a 15) Business Day period (the “Notice of DisputeResolution Period”) after the date of any element Buyer's receipt of the Objection Notice to resolve any disputes regarding the Closing Statement Date Statement. If Seller and Buyer are unable to resolve all such disputes within the Resolution Period, then within five (5) Business Days after the expiration of the Resolution Period, all unresolved disputes shall be submitted to a third party arbitrator reasonably acceptable to Buyer and Seller (the “Arbitrator”), who shall be engaged to provide a final, binding and conclusive resolution of all such unresolved disputes within thirty (30) calendar days Business Days after receiving the Closing Statementsuch engagement. The Arbitrator shall act as an independent arbitrator to determine only those issues that remain in dispute. Upon final resolution of all disputed items, the disputed amount Arbitrator shall be negotiated between Seller (for itself and/or on behalf issue a report showing its final calculation 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 determination of the Arbitrator shall be final, binding and conclusive on Seller and Buyer and each of their respective Affiliates, successors and assigns, and not subject to collateral attack for any reason (other than manifest error on its face or fraud), and the fees and expenses of the Arbitrator shall be borne by Seller and Buyer in proportion to the amounts by which their proposals differed from the Arbitrator's final determination. Without limiting the foregoing, each of Buyer and Seller will indemnify and hold each other harmless from the other Party’s failure to pay its portion of the fees and expenses of the Arbitrator. In no event shall the Arbitrator assign a value to any item greater than the greatest value for such item claimed by either Buyer or Seller, as applicable, or less than the small value for such item claimed by any such Party and the Arbitrator shall be required to make its determination in accordance with the following: (i) in accordance with GAAP and applying the Accounting Firm shall resolve such disputed Principles and the definition of Net Working Capital in Section 10.1(gg); (ii) based solely on the presentations by Seller and Buyer and not by independent review; (iii) bound by the principles set forth in this Section 2.2 (without regard to principles of equity); and (iv) only determining the items in a manner which is consistent dispute and taking into account at face value the items in the Closing Date Statement that were not specifically object to in the Objection Notice or that were otherwise resolved by Buyer and Seller in accordance with this Agreement but which Section 2.2(c). Any documents submitted by either Buyer or Seller to the Arbitrator, either unilaterally or at the Arbitrator’s request, shall not exceed be simultaneously submitted to the Final Offer of either Seller or Purchaserother Party. All dispute resolution proceedings in In connection with the resolution of any dispute, Seller and Buyer shall each pay its own fees and expenses, including without limitation, legal, accounting and consultant fees and expenses. Notwithstanding anything to the contrary in this Agreement, any disputes regarding amounts shown in the Closing Date Statement or shall be resolved as set forth in this Section 2.2(c). The amount payable hereunder shall take place at the offices of the Independent Accounting Firm Net Working Capital as of the Closing Date (A) as accepted or deemed accepted under Section 2.2(b), (B) mutually determined under Section 2.2(c), or (C) as determined after the resolution of the Arbitrator of the items in New Yorkdispute in accordance with Section 2.2(c), New York or at such other location as Purchaser and Seller may otherwise mutually agree in writingshall constitute the “Actual Closing Date Net Working Capital.”