Common use of Resolving Matters in Disagreement Clause in Contracts

Resolving Matters in Disagreement. During the 30-day period after a Notice of Disagreement is given, Seller and Buyer will attempt to resolve in writing any differences they have regarding the determination of Closing Cash or Net Working Capital. If, at the end of such 30-day period, Seller and Buyer have not reached agreement on all such differences, then either Seller or Buyer may require that the items that remain in dispute be promptly submitted to an arbitrator (the “Arbitrator”) for review and resolution. The Arbitrator will be a regionally or nationally recognized public accounting firm agreed upon by Seller and Buyer in writing; provided that the Arbitrator will not be an accounting firm used by any Party (or any Affiliate of any Party) within the preceding two years for valuation or audit purposes. If Seller and Buyer cannot agree upon an Arbitrator within 20 Business Days after first attempting to do so, then the Arbitrator will be selected by lot from a list of four so qualified, potential Arbitrators remaining after Seller nominates three, Buyer nominates three, and Seller and Buyer each eliminates one potential Arbitrator from the other’s nominations (if Seller and Buyer are unable to engage such proposed Arbitrator within a reasonable period thereafter, including if such proposed Arbitrator is unwilling to agree to such engagement, then the forgoing 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 will render a decision resolving such items in dispute within 30 days after completion of submissions to the Arbitrator. The Arbitrator will determine Final Closing Cash or Final Net Working Capital, as applicable, solely based on submissions made by Seller and Buyer that are 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 Seller or Buyer or less than the lesser value for such item claimed by Seller or Buyer.

Resolving Matters in Disagreement. During the 30-day 30‑day period after a Notice of Disagreement is given, Seller Sellers’ Representative and Buyer will attempt to resolve in writing any differences that they have regarding the determination of Closing Cash or Final Net Working CapitalCapital and Cash, Final Transaction Expenses, Final Funded Indebtedness and Final Pre-Closing Taxes. If, at the end of such 30-day 30‑day period, Seller Sellers’ Representative and Buyer have not reached agreement on all such differences, then either Seller Sellers’ Representative or Buyer may require that the items that remain in dispute be promptly submitted to an arbitrator (the “Arbitrator”) for review and resolution. The Buyer and Sellers’ Representative agree that the Arbitrator will be a regionally or nationally recognized public accounting firm agreed upon by Seller Sellers’ Representative and Buyer in writing; provided that , except that, unless otherwise agreed by Buyer and Sellers’ Representative, the Arbitrator will not be an accounting firm used by any Party (or any Affiliate of any Party) within the preceding two years for valuation or audit purposesany purpose. If Seller Sellers’ Representative and Buyer cannot agree upon an Arbitrator within 20 10 Business Days after first attempting to do sothe end of the 30-day period described above, then the Arbitrator will be selected by lot from a list of four so qualified, eligible potential Arbitrators remaining after Seller Sellers’ Representative nominates threethree in writing to Buyer within such 10-Business Day period, Buyer nominates threethree in writing to Sellers’ Representative within such 10-Business Day period, and Seller Sellers’ Representative and Buyer each eliminates eliminate one potential Arbitrator from the other’s nominations in writing delivered to the other within five Business Days after receipt of the other’s proposed Arbitrators (and if Seller Sellers’ Representative and Buyer are unable to engage such proposed Arbitrator within a reasonable period thereafter, including if such proposed Arbitrator is unwilling to agree to take such engagement, then the forgoing will repeat until an Arbitrator is so engaged). If Buyer or Sellers’ Representative fails to nominate Arbitrators or eliminate one of the other’s proposed Arbitrators by written notice delivered within the foregoing time periods, then the Party who complied with such obligations may designate the Arbitrator. 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 render a decision resolving such items in dispute within 30 days after completion of submissions to the Arbitrator. The Arbitrator will determine Final Closing Cash or Final Net Working Capital, as applicable, solely based on submissions made by Seller and Buyer that are 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 Seller Sellers’ Representative or Buyer or less than the lesser value for such item claimed by Seller Sellers’ Representative or Buyer. The Arbitrator will determine Final Net Working Capital and Cash, Final Transaction Expenses, Final Funded Indebtedness and Final Pre-Closing Taxes 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, Final Funded Indebtedness and Final Pre-Closing Taxes must be consistent with the terms of this Agreement. The Arbitrator will render a decision resolving such items in dispute within 30 days after completion of submissions to the Arbitrator.

Resolving Matters in Disagreement. During the 30-day period after a Notice of Disagreement is given, Seller the Representative and Buyer will attempt to resolve in writing and through one or more meetings any differences that they have regarding the determination any item in such Notice of Closing Cash or Net Working CapitalDisagreement. If, at the end of such 30-day period, Seller the Representative and Buyer have not reached agreement on all such differences, then either Seller the Representative or Buyer may require that the items that remain in dispute be promptly submitted to an arbitrator 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. The Arbitrator will be a regionally or nationally recognized public accounting firm agreed upon by Seller and Buyer in writing; provided that the Arbitrator will not be an accounting firm used by any Party (or any Affiliate of any Partyof them) within the preceding two years for audit, valuation or audit Income Tax purposes. If Seller the Representative and Buyer cannot agree upon an Arbitrator within 20 10 Business Days after first attempting to do so, then the Arbitrator will be selected by lot from a list of four so qualified, qualified potential Arbitrators remaining after Seller the Representative nominates three, Buyer nominates three, and Seller the Representative and Buyer each eliminates eliminate one such potential Arbitrator from the other’s nominations (if Seller the Representative and Buyer are unable to engage such proposed Arbitrator within a reasonable period 10 days thereafter, including if such proposed Arbitrator is unwilling to agree to such engagement, then the forgoing 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 Closing Cash or Final Net Working Capital, as applicableFinal Closing Cash, Final Closing Indebtedness, Final Seller Transaction Expenses, and Final Taxes Payable solely based on submissions made by Seller the Representative and Buyer that are 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 Seller the Representative or Buyer or less than the lesser value for such item claimed by Seller 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 Statement). The Representative will not modify the Notice of Disagreement in any manner adverse to Buyer (including by raising any new item not reflected in the Notice of Disagreement). Any item or amount in, or omitted from, the Statement that the Representative does not disagree with in the Notice of Disagreement will be final and binding on the Parties in the manner stated in, or omitted from, the Statement.

Resolving Matters in Disagreement. During the 30-day period after a valid Notice of Disagreement is given, Seller Sellers Representative and Buyer Xxxxx will attempt in good faith to resolve in writing any differences that they have regarding the determination any item in such Notice of Closing Cash or Net Working CapitalDisagreement. If, at the end of such 30-day period, Seller Sellers Representative and Buyer have not reached agreement on all such differencesitems, then either Seller or Buyer Party may require that the items that remain in dispute be promptly submitted to an arbitrator a national or reputable regional public accounting firm (the “Arbitrator”) for review and resolution. The Arbitrator will be a regionally national or nationally recognized reputable regional public accounting firm agreed upon by Seller and Buyer the Parties in writing, such agreement not to be unreasonably withheld; provided that the Arbitrator will not be an accounting firm used by any Party either the Company or Buyer (or any Affiliate of any Partytheir Affiliates) within the preceding two three years for valuation or audit any purposes. If Seller Buyer and Buyer Sellers Representative cannot agree upon an Arbitrator within 20 15 Business Days after first attempting to do so, then the Arbitrator will be selected by lot from a list of four so qualified, potential Arbitrators remaining after Seller Sellers Representative nominates three, Buyer Xxxxx nominates three, and Seller Sellers Representative and Buyer each eliminates eliminate one potential Arbitrator from the other’s nominations nominations; provided that each public accounting firm nominated hereunder must be a national or reputable regional public accounting firm that has not been engaged by the Company or Buyer (if Seller and Buyer are unable to engage such proposed Arbitrator or any of their Affiliates) within a reasonable period thereafter, including if such proposed Arbitrator is unwilling to agree to such engagement, then the forgoing will repeat until an Arbitrator is so engaged)preceding three years for any purposes. 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 render a decision resolving such items in dispute within 30 days after completion of submissions to the Arbitrator. The Arbitrator will determine Final Closing Cash or Final Net Working Capitalthe Merger Consideration, as applicableand each component thereof, solely based on submissions made by Seller Sellers Representative and Buyer that are consistent with the terms hereof (and not by independent review), provided that independent support for each such component thereof may be required by the Arbitrator. The Arbitrator will not assign a value to any item that is greater than the greater value for such item claimed by Seller either Sellers Representative or Buyer or nor less than the lesser value for such item claimed by Seller or Buyereither of such Parties.