Common use of Review; Disputes Clause in Contracts

Review; Disputes. Section 8.6.1 In the event of a dispute relating to the matters governed by this Article 8, the Stockholders’ Agent or Parent, as the disputing party (the “Disputing Party”) shall deliver a written notice (a “Tax Dispute Notice”) to the other party (the “Receiving Party”) setting forth in detail the principal basis for the dispute and the Disputing Party’s proposed resolution of such dispute. Section 8.6.2 The Stockholders’ Agent and Parent shall use commercially reasonable efforts to reach agreement on the matters set forth in the Tax Dispute Notice. If the Stockholders’ Agent and Parent are unable to reach agreement on the matters set forth in the Tax Dispute Notice within 10 days after the date on which the Tax Dispute Notice was delivered to the Receiving Party, either party shall have the right to refer such dispute to the Designated Accounting Firm after such tenth day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (A) each of the Stockholders’ Agent and Parent shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their views as to any disputed matters; (B) the Designated Accounting Firm shall resolve the matters in dispute within 20 days of such referral, and upon reaching such determination shall deliver a copy of its decision to the Stockholders’ Agent and Parent; and (C) the determination made by the Designated Accounting Firm regarding such matters shall be conclusive, binding upon the parties, nonappealable, and not be subject to further review, and shall be considered a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act. In resolving the dispute, (1) the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Tax Dispute Notice, and (2) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Parent or the Stockholders’ Agent, as the case may be, and no lower than the amount calculated by Parent or the Stockholders’ Agent, as the case may be. The resolution of the Designated Accounting Firm shall reflect in detail the analyses behind such firm’s resolution of the matters in dispute. The fees and expenses of the Designated Accounting Firm shall be borne equally by Parent and the former holders of Company Common Stock and Company Options.

Review; Disputes. (i) The Purchaser and the Parent shall, and shall cause their respective representatives to, cooperate and assist in the preparation of the Closing Date Schedule and the calculation of Closing Adjustment and in the conduct of the review referred to in this Section 8.6.1 In 3.2, including the event of a dispute relating making available to the matters governed by this Article 8extent necessary of books, records, work papers and personnel. Upon request, Parent shall make available to Purchaser evidence of payment of all Qualified Development Costs reflected on the Stockholders’ Agent or ParentClosing Schedule. (ii) If the Parent disputes the calculation of the Closing Adjustment, as then the disputing party (the “Disputing Party”) Parent shall deliver a written notice disagreeing with the calculation and setting forth the Parent’s calculation of such amount (a “Tax Dispute Notice”) to the other party Purchaser at any time during the fifteen (15) day period commencing upon receipt by the Parent of the Closing Date Schedule and the related certificate from the Purchaser, all as prepared by the Purchaser in accordance with the requirements of Section 3.2(b) (the “Receiving PartyReview Period”) setting ). The Dispute Notice shall set forth in detail the principal basis for the dispute of any such calculation in reasonable detail. (iii) If the Parent does not deliver a Dispute Notice to the Purchaser prior to the expiration of the Review Period, the Purchaser’s calculation of the Closing Adjustment set forth in the Closing Date Schedule shall be deemed final and binding on the Sellers and Purchaser for all purposes. (iv) If the Parent delivers a Dispute Notice to the Purchaser prior to the expiration of the Review Period, then the Parent and the Disputing Party’s proposed resolution of such dispute. Section 8.6.2 The Stockholders’ Agent and Parent Purchaser shall use commercially reasonable efforts to reach agreement on the matters set forth in the Tax Dispute NoticeClosing Adjustment. If the Stockholders’ Agent Parent and Parent the Purchaser are unable to reach agreement on the matters set forth in the Tax Dispute Notice Closing Adjustment within 10 fifteen (15) days after the date on which end of the Tax delivery of the Dispute Notice was delivered to the Receiving PartyNotice, either party shall have the right to refer such dispute to the Designated Accounting Firm after such tenth day. In connection with the Accountants for resolution of any such dispute by the Designated Accounting Firm: and (Ai) each of the Stockholders’ Agent Purchaser and the Parent shall have a reasonable opportunity to meet with submit to the Designated Accounting Firm to provide Accountants a written statement of their views positions as to any disputed mattersissues with respect to the calculation of any of the Closing Adjustment; (Bii) the Designated Accounting Firm Accountants shall resolve determine the matters Closing Adjustment in dispute accordance with the terms of this Agreement within 20 fifteen (15) days of such referral, referral and upon reaching such determination shall deliver a copy of its decision calculations (the “Final Calculations”) to the Stockholders’ Agent Purchaser and the Parent; and (Ciii) the determination made by the Designated Accounting Firm regarding such matters Accountants of the Closing Adjustments shall be conclusive, final and binding upon on the parties, nonappealable, Sellers and not be subject to further review, and shall be considered a final arbitration award that is enforceable pursuant to the terms Purchaser for all purposes of the Federal Arbitration Actthis Agreement. In resolving calculating the disputeClosing Adjustments, the Accountants (1i) the Designated Accounting Firm shall be limited to addressing only those any particular disputed items disputes referred to in the Tax Dispute Notice, Notice and (2ii) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by the Parent or the Stockholders’ Agent, as the case may bePurchaser, and no lower less than the lower amount calculated by the Parent or the Stockholders’ AgentPurchaser, as the case may be. The resolution of the Designated Accounting Firm Final Calculations shall reflect in detail the analyses behind such firm’s resolution of differences, if any, between the matters in dispute. The fees and expenses of the Designated Accounting Firm shall be borne equally by Parent Closing Adjustment reflected therein and the former holders of Company Common Stock and Company OptionsClosing Adjustment set forth in the Closing Date Schedule.

Review; Disputes. Section 8.6.1 In the event of a dispute relating to the matters governed by this Article 8, 2.6.2.1 If the Stockholders’ Agent or Parentdisputes the calculation of the Closing Net Assets, as then the disputing party (the “Disputing Party”) Stockholders’ Agent shall deliver a written notice (a “Tax Dispute Notice”) to Parent during the other party 20-day period commencing upon delivery by the Company to the Stockholders’ Agent of the Closing Balance Sheet (the “Receiving PartyReview Period”) setting ). The Dispute Notice shall set forth in detail the principal basis for the dispute and the Disputing Party’s proposed resolution for each disputed item of such disputecalculation. Section 8.6.2 The 2.6.2.2 If the Stockholders’ Agent does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, the calculation of the Closing Net Assets set forth in the Closing Balance Sheet shall be deemed final and binding on Parent, the Company, the Stockholders’ Agent and each of the other former stockholders and optionholders of the Company for all purposes of this Agreement. Section 2.6.2.3 If the Stockholders’ Agent delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Stockholders’ Agent and Parent shall use commercially reasonable efforts to reach agreement on the matters set forth in amount of the Tax Dispute NoticeClosing Net Assets. If the Stockholders’ Agent and Parent are unable to reach agreement on the matters set forth in the Tax Dispute Notice Closing Net Assets within 10 days after the date on which end of the Tax Dispute Notice was delivered to the Receiving PartyReview Period, either party shall have the right to refer such dispute to the Charlotte office of Xxxxx Xxxxxxxx (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such tenth day and neither party shall allow Xxxxx Xxxxxxxx to perform audit or accounting work for it to any material degree (other than as the Designated Accounting Firm after such tenth dayunder this Agreement) at any point preceding the submission of the dispute to the Designated Accounting Firm. In connection with the resolution of any such dispute by the Designated Accounting Firm: (A) each of the Stockholders’ Agent and Parent shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their views as to any disputed mattersissues with respect to the calculation of the Closing Net Assets; (B) the Designated Accounting Firm shall resolve determine the matters in dispute Closing Net Assets within 20 days of such referral, and upon reaching such determination shall deliver a copy of its decision calculations (the “Expert Calculations”) to the Stockholders’ Agent Agent, Parent and Parentthe Escrow Agent; and (C) the determination of the Closing Net Assets made by the Designated Accounting Firm regarding such matters shall be conclusive, binding upon the parties, nonappealable, and not be subject to further review, and shall be considered a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act. In resolving calculating the disputeClosing Net Assets, (1) the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Tax Dispute Notice, and (2) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Parent the Company or the Stockholders’ Agent, as the case may be, and no lower than the amount calculated by Parent the Company or the Stockholders’ Agent, as the case may be. The resolution of the Designated Accounting Firm Expert Calculations shall reflect in detail the analyses behind such firm’s resolution of differences, if any, between the matters Closing Net Assets reflected therein and the Closing Net Assets set forth in disputethe Closing Balance Sheet. The fees and expenses of the Designated Accounting Firm shall be borne equally by Parent and the former holders stockholders and optionholders of Company Common Stock the Company, which fees and Company Optionsexpenses shall be deducted from the Adjustment Fund prior to making any payments to the former stockholders and optionholders pursuant to Section 2.6.3.

Review; Disputes. Section 8.6.1 In the event of a dispute relating to the matters governed by this Article 8, the Stockholders’ Agent or Parent, as the disputing party (the “Disputing Party”) shall deliver a written notice (a “Tax Dispute Notice”) to the other party (the “Receiving Party”) setting forth in detail the principal basis for the dispute and the Disputing Party’s proposed resolution of such dispute. Section 8.6.2 The Stockholders’ Agent and Parent shall use commercially reasonable efforts to reach agreement on the matters set forth in the Tax Dispute Notice. If the Stockholders’ Agent and Parent are unable to reach agreement on the matters set forth in the Tax Dispute Notice within 10 days after the date on which the Tax Dispute Notice was delivered to the Receiving Party, either party shall have the right to refer such dispute to the Designated Accounting Firm after such tenth day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (A) each of the Stockholders’ Agent and Parent shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their views as to any disputed matters; (B) the Designated Accounting Firm shall resolve the matters in dispute within 20 days of such referral, and upon reaching such determination shall deliver a copy of its decision to the Stockholders’ Agent and Parent; and (C) the determination made by the Designated Accounting Firm regarding such matters shall be conclusive, binding upon the parties, nonappealable, and not be subject to further review, and shall be considered a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act. In resolving the dispute, (1) the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Tax Dispute Notice, and (2) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Parent or the Stockholders’ Agent, as the case may be, and no lower than the amount calculated by Parent or the Stockholders’ Agent, as the case may be. The resolution of the Designated Accounting Firm shall reflect in detail the analyses behind such firm’s resolution of the matters in dispute. The fees and expenses of the Designated Accounting Firm shall be borne equally by Parent and the former holders of Company Common Capital Stock and Vested Company Options, which fees shall be remitted to Parent from the Indemnification Escrow Fund.