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, 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 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 30‑day period after a Notice of Disagreement is given, the Sellers’ 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 DisagreementFinal Net Working Capital and Cash, Final Transaction Expenses, Final Funded Indebtedness and Final Pre-Closing Taxes. If, at the end of such 30-day 30‑day period, the Sellers’ Representative and Buyer have not reached agreement on all such differences, then either the Sellers’ 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 an arbitrator (the “Arbitrator”) for review and resolution; provided . Buyer and Sellers’ Representative agree that the Arbitrator will be a nationally recognized public accounting firm agreed upon by Sellers’ Representative and Buyer in writing, 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 of themParty) within the preceding two years for audit, valuation or Income Tax purposesany purpose. If the Sellers’ Representative and Buyer cannot agree upon an Arbitrator within 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 qualified eligible potential Arbitrators remaining after the 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 the Sellers’ Representative and Buyer each eliminate one such 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 the Sellers’ Representative and Buyer are unable to engage such proposed Arbitrator within 10 days a reasonable period thereafter, including if such proposed Arbitrator is unwilling to agree to take such engagement, then the foregoing selection process 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’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 Sellers’ Representative or Buyer or less than the lesser value for such item claimed by the Sellers’ Representative or Buyer. Buyer The Arbitrator will not modify 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 Statement in any manner adverse to Sellers (including by raising any new item not reflected in 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 Statement)terms of this Agreement. The Representative Arbitrator will not modify render a decision resolving such items in dispute within 30 days after completion of submissions to 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 StatementArbitrator.

Resolving Matters in Disagreement. During the 30-day period after a valid Notice of Disagreement is given, the Sellers Representative and Buyer Xxxxx will attempt in good faith 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 Sellers Representative and Buyer have not reached agreement on all such differencesitems, then either the Representative or Buyer Party may require that the items that remain in dispute be promptly submitted to a nationally recognized national or reputable regional 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 national or reputable regional public accounting firm agreed upon by 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 of themtheir Affiliates) within the preceding two three years for audit, valuation or Income Tax any purposes. If the Buyer and Sellers Representative and Buyer cannot agree upon an Arbitrator within 10 15 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 Sellers Representative nominates three, Buyer Xxxxx nominates three, and the Sellers Representative and Buyer each eliminate one such 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 or any of their Affiliates) within 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)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’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 Expensesthe Merger Consideration, and Final Taxes Payable each component thereof, solely based on submissions made by the Sellers Representative and Buyer 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 the either Sellers Representative or Buyer or nor 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 Statement). The Representative will not modify the Notice either 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 Statementsuch Parties.

Resolving Matters in Disagreement. During the 30-day period after a Notice of Disagreement is given, the Representative Seller 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 the determination of DisagreementClosing Cash or Net Working Capital. If, at the end of such 30-day period, the Representative Seller and Buyer have not reached agreement on all such differences, then either the Representative Seller 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 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 of themParty) within the preceding two years for audit, valuation or Income Tax audit purposes. If the Representative Seller and Buyer cannot agree upon an Arbitrator within 10 20 Business Days after first attempting to do so, then the Arbitrator will be selected by lot from a list of four qualified so qualified, potential Arbitrators remaining after the Representative Seller nominates three, Buyer nominates three, and the Representative Seller and Buyer each eliminate eliminates one such potential Arbitrator from the other’s nominations (if the Representative Seller and Buyer are unable to engage such proposed Arbitrator within 10 days a reasonable period thereafter, including if such proposed Arbitrator is unwilling to agree to such engagement, then the foregoing selection process 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’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, Final Closing Cashas applicable, Final Closing Indebtedness, Final Seller Transaction Expenses, and Final Taxes Payable solely based on submissions made by the Representative 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 the Representative Seller or Buyer or less than the lesser value for such item claimed by the Representative Seller 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.