Common use of Resolution of Objections Clause in Contracts

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 Xxxxxx’s proposed adjustments thereto, and the Arbiter’s determination shall be final and binding upon the Parties, absent fraud. Each of J&J, on the one hand, and Seller and Parent, jointly and severally, on the other hand, shall bear that percentage of the fees and expenses of the Arbiter (i) equal to the proportion of the dollar value of the unresolved disputed issues determined in favor of the other Party or (ii) as otherwise determined by the Arbiter, absent fraud. Each Party to any such arbitration proceeding shall be responsible for its own counsel fees and other expenses in connection with the arbitration. Notwithstanding the foregoing, prior to the commencement of any arbitration proceeding under this Section 2.7(i), the Parties shall, upon the request of any Party, attempt in good faith to resolve such dispute, controversy or Claim through non-binding mediation with a single mediator from the Arbiter firm who is a certified public accountant with experience in mergers and acquisitions involving the distributed gaming industry (the “Mediator”). No Party shall be obligated to continue to participate in such mediation if the underlying disputes, controversies or Claims have not been fully resolved after two days of mediation. Each of J&J, on one hand, and Seller and Parent, jointly and severally on the other hand, shall split equally the fees and expenses of the Mediator. Each Party to any such mediation proceeding shall be responsible for its own counsel fees and other expenses in connection with the mediation.

Resolution of Objections. Any dispute concerning any portion or amount If Seller provides an Objection Notice within the Notice Period, Seller and Buyer shall negotiate in good faith during the fifteen (15) Business Day period (the “Resolution Period”) after the date of Buyer's receipt of the Closing Balance Sheet, Objection Notice to resolve any disputes regarding the Closing Net Working CapitalDate Statement. If Seller and Buyer are unable to resolve all such disputes within the Resolution Period, then within five (5) Business Days after the Purchased Cashexpiration of the Resolution Period, 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 all unresolved disputes shall be submitted for determination to a nationally recognized independent accounting firm as is mutually third party arbitrator reasonably 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 Seller (the “ArbiterArbitrator”) for ), who shall be engaged to provide a final, binding and conclusive resolution of all such unresolved disputes within thirty (30) Business Days after such 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 Arbitrator shall issue a report showing its final calculation of such disputed items and final items. The determination of the Closing Net Working CapitalArbitrator shall be final, the Purchased Cash, the Final Indebtedness Amount binding and the Price Adjustment Amount. The Parties will require the Arbiter to assign the matter to a certified public accountant with experience in mergers conclusive on Seller 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 Buyer and each 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 Affiliates, successors and assigns, and not subject to the Arbiter such work papers, schedules and collateral attack for any reason (other documents relating to the unresolved disputed issues as the Arbiter may reasonably request. The Arbiter shall be directed to render a written report than manifest error 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 Amountits face or fraud), and the Price Adjustment Amount as promptly as practicable, fees and to resolve only those issues in dispute. The determination by expenses of the Arbiter Arbitrator shall be based solely upon borne by Seller and Buyer in proportion to the applicable provisions amounts by which their proposals differed from the Arbitrator's final determination. Without limiting the foregoing, each of this Agreement Buyer and on presentations by J&J, on the one hand, Seller will indemnify and Parent, on hold each other harmless from 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 XxxxxxParty’s proposed adjustments thereto, and the Arbiter’s determination shall be final and binding upon the Parties, absent fraud. Each of J&J, on the one hand, and Seller and Parent, jointly and severally, on the other hand, shall bear that percentage failure to pay its portion of the fees and expenses of the Arbiter 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) equal to in accordance with GAAP and applying the proportion Accounting Principles and the definition of the dollar value of the unresolved disputed issues determined Net Working Capital in favor of the other Party or Section 10.1(gg); (ii) as otherwise determined based solely on the presentations by Seller and Buyer and not by independent review; (iii) bound by the Arbiterprinciples set forth in this Section 2.2 (without regard to principles of equity); and (iv) only determining the items in 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 Section 2.2(c). Any documents submitted by either Buyer or Seller to the Arbitrator, absent fraud. Each Party to any such arbitration proceeding either unilaterally or at the Arbitrator’s request, shall be responsible for its own counsel fees and simultaneously submitted to the other expenses in Party. In connection with the arbitrationresolution 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 the foregoing, prior anything to the commencement of contrary in this Agreement, any arbitration proceeding under disputes regarding amounts shown in the Closing Date Statement shall be resolved as set forth in this Section 2.7(i2.2(c). The amount of the 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 Parties shallresolution of the Arbitrator of the items in dispute in accordance with Section 2.2(c), upon the request of any Party, attempt in good faith to resolve such dispute, controversy or Claim through non-binding mediation with a single mediator from the Arbiter firm who is a certified public accountant with experience in mergers and acquisitions involving the distributed gaming industry (shall constitute the “MediatorActual Closing Date Net Working Capital.”). No Party shall be obligated to continue to participate in such mediation if the underlying disputes, controversies or Claims have not been fully resolved after two days of mediation. Each of J&J, on one hand, and Seller and Parent, jointly and severally on the other hand, shall split equally the fees and expenses of the Mediator. Each Party to any such mediation proceeding shall be responsible for its own counsel fees and other expenses in connection with the mediation.

Resolution of Objections. Any dispute concerning any portion or amount If the Seller and the Buyer do not resolve all of their disagreements with respect to the proposed adjustments set forth in the Objections within 15 days following the completion of the Closing Balance SheetSeller’s response to the Objections, they shall refer any remaining disagreements with respect to the Objections to the CPA Firm that, acting as experts and not as arbitrators, shall determine, in accordance with Sections 2.9(c) and 2.9(d), and only with respect to the remaining items of disagreement so submitted (and within the range of dispute between the Seller’s Objection and the applicable statement of the Buyer with respect to each such item), whether and to what extent the (i) Final Working Capital Statement or (ii) Final EBU Statement, as the case may be, require adjustment. The Buyer and the Seller shall instruct the CPA Firm to deliver its written determination to the Buyer and the Seller no later than 60 days after the remaining differences underlying the Objections are referred to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon the Buyer, the Closing Net Seller and their respective Affiliates and may not be challenged or appealed in any tribunal by any party. The Buyer and the Seller shall make available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants, to the extent permitted by such accountants) relating to the Final Working Capital, the Purchased CashCapital Statement, the Final Indebtedness Amount, EBU Statement and the Price Adjustment Amount which cannot be resolved Objections and all other items reasonably requested by the Parties CPA Firm in connection therewith. If either party fails to reasonably cooperate with the CPA Firm or provide supporting information requested by the CPA Firm within 30 days after J&J’s receipt such request, then such party shall be in breach 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 possiblethis Agreement, which procedures may, but need not, breach may 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 remedied in accordance with Section 9.10 relating to the unresolved disputed issues as the Arbiter may reasonably requestenforcement. The Arbiter shall be directed to render a written report on the unresolved disputed issues with With respect to the Closing Statementany Objection, 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 Xxxxxx’s proposed adjustments thereto, and the Arbiter’s determination shall be final and binding upon the Parties, absent fraud. Each of J&J, on the one hand, and Seller and Parent, jointly and severally, on the other hand, shall bear that percentage of the fees and expenses disbursements of the Arbiter Independent Accountants shall be borne by (i) equal Seller in the proportion that the aggregate amount of the Disputed Items submitted to the proportion of Independent Accountants that are unsuccessfully disputed by the dollar value of Seller bears to the unresolved disputed issues determined aggregate amount in favor of the other Party or dispute and (ii) as otherwise determined by the Arbiter, absent fraud. Each Party to any such arbitration proceeding shall be responsible for its own counsel fees and other expenses Buyer in connection with the arbitration. Notwithstanding proportion that the foregoing, prior aggregate amount of the Disputed Items submitted to the commencement of any arbitration proceeding under this Section 2.7(i), Independent Accountants that are unsuccessfully disputed by the Parties shall, upon Buyer bears to the request of any Party, attempt aggregate amount in good faith to resolve such dispute, controversy or Claim through non-binding mediation with a single mediator from the Arbiter firm who is a certified public accountant with experience in mergers and acquisitions involving the distributed gaming industry (the “Mediator”). No Party shall be obligated to continue to participate in such mediation if the underlying disputes, controversies or Claims have not been fully resolved after two days of mediation. Each of J&J, on one hand, and Seller and Parent, jointly and severally on the other hand, shall split equally the fees and expenses of the Mediator. Each Party to any such mediation proceeding shall be responsible for its own counsel fees and other expenses in connection with the mediation.

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, the Base Purchase Price 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 XxxxxBuxxx, 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 Amount, the Base Purchase Price 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&JJ&X, Xxxxxx and Paxxxx xnd 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, the Base Purchase Price 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 XxxxxxPaxxxx’s proposed adjustments thereto, and the Arbiter’s determination shall be final and binding upon the Parties, absent fraud. Each of J&J, on the one hand, and Seller and Parent, jointly and severally, on the other hand, shall bear that percentage of the fees and expenses of the Arbiter (i) equal to the proportion of the dollar value of the unresolved disputed issues determined in favor of the other Party or (ii) as otherwise determined by the Arbiter, absent fraud. Each Party to any such arbitration proceeding shall be responsible for its own counsel fees and other expenses in connection with the arbitration. Notwithstanding the foregoing, prior to the commencement of any arbitration proceeding under this Section 2.7(i), the Parties shall, upon the request of any Party, attempt in good faith to resolve such dispute, controversy or Claim through non-binding mediation with a single mediator from the Arbiter firm who is a certified public accountant with experience in mergers and acquisitions involving the distributed gaming industry (the “Mediator”). No Party shall be obligated to continue to participate in such mediation if the underlying disputes, controversies or Claims have not been fully resolved after two days of mediation. Each of J&J, on one hand, and Seller and Parent, jointly and severally on the other hand, shall split equally the fees and expenses of the Mediator. Each Party to any such mediation proceeding shall be responsible for its own counsel fees and other expenses in connection with the mediation.