Resolving Matters in Disagreement. During the 30-day period after a Notice of Disagreement is given, the Representative and Buyer will attempt to resolve in writing and through one or more meetings any differences that they have regarding any item in such Notice of Disagreement. If, at the end of such 30-day period, the Representative and Buyer have not reached agreement on all such differences, then either the Representative or Buyer may require that the items that remain in dispute be promptly submitted to a nationally recognized public accounting firm in the United States agreed upon by the Representative and Buyer in writing (the “Arbitrator”) for review and resolution; provided that the Arbitrator will not be an accounting firm used by any Party (or any Affiliate of any of them) within the preceding two years for audit, valuation or Income Tax purposes. If the Representative and Buyer cannot agree upon an Arbitrator within 10 Business Days after first attempting to do so, then the Arbitrator will be selected by lot from a list of four qualified potential Arbitrators remaining after the Representative nominates three, Buyer nominates three, and the Representative and Buyer each eliminate one such potential Arbitrator from the other’s nominations (if the Representative and Buyer are unable to engage such proposed Arbitrator within 10 days thereafter, including if such proposed Arbitrator is unwilling to agree to such engagement, then the foregoing selection process will repeat until an Arbitrator is so engaged). The Arbitrator will determine procedures for such arbitration, subject to the terms hereof. The Arbitrator will only consider the items that remain in dispute. The Arbitrator’s engagement will state that the Arbitrator will render a decision resolving such items in dispute within 30 days after completion of submissions to the Arbitrator. The Arbitrator will determine Final Net Working Capital, Final Closing Cash, Final Closing Indebtedness, Final Seller Transaction Expenses, and Final Taxes Payable solely based on submissions made by the Representative and Buyer consistent with the terms hereof (and not by independent review). The Arbitrator will not assign a value to any item that is greater than the greater value for such item claimed by the Representative or Buyer or less than the lesser value for such item claimed by the Representative or Buyer. Buyer will not modify the Statement in any manner adverse to Sellers (including by raising any new item not reflected in the Stateme...
Resolving Matters in Disagreement. During the 30‑day period after a Notice of Disagreement is given, Sellers’ Representative and Buyer will attempt to resolve in writing any differences that they have regarding Final Net Working Capital and Cash, Final Transaction Expenses and Final Funded Indebtedness. If, at the end of such 30‑day period, Sellers’ Representative and Buyer have not reached agreement on all such differences, then either Sellers’ Representative or Buyer may require that the items that remain in dispute be promptly submitted to Deloitte Touche Tohmatsu or such other nationally recognized public accounting firm agreed upon by Sellers’ Representative and Buyer in writing (the “Arbitrator”) for review and resolution. The Arbitrator will determine procedures for such arbitration, subject to the terms hereof. The Arbitrator will only consider the items that remain in dispute. The Arbitrator will not assign a value to any item that is greater than the greater value for such item claimed by Sellers’ Representative or Buyer or less than the lesser value for such item claimed by Sellers’ Representative or Buyer. The Arbitrator will determine Final Net Working Capital and Cash, Final Transaction Expenses and Final Funded Indebtedness solely based on submissions made by Sellers’ Representative and Buyer, and the Arbitrator’s determination of Final Net Working Capital and Cash, Final Transaction Expenses and Final Funded Indebtedness must be consistent with the terms of this Agreement. The Arbitrator will render a written decision resolving such items in dispute within 30 days after completion of submissions to the Arbitrator.
