Tax Dispute Resolution. Any dispute, controversy or claim arising out of provisions of this Agreement that relate to the calculation of any Taxes or the preparation of any Tax Returns that cannot be resolved by negotiations between AGCO and Trimble shall be submitted to a tax partner in a mutually agreeable nationally recognized accounting firm for resolution (the “Tax Expert”). The resolution reached by the Tax Expert shall be binding on the Company, AGCO and Trimble unless otherwise required by a final “determination” within the meaning of Section 1313(a) of the Code (or any analogous or similar state, local or non-U.S. law). The expenses of the Tax Expert shall be allocated based upon the percentage that the amount actually contested but not awarded to Trimble or AGCO, respectively, bears to the aggregate amount actually contested by Trimble and AGCO.
Tax Dispute Resolution. In the event of any dispute between the Parties as to any matter covered by this Article VIII, the Parties shall appoint a nationally recognized public accounting firm reasonably acceptable to both of the Parties (the “Accounting Firm”) to resolve such dispute. In this regard, the Accounting Firm shall make determinations with respect to the disputed items based solely on representations made by Parent and Telemynd and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination within the ranges submitted by the Parties. The Parties shall require the Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm, and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the Parties. The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Parent and its Subsidiaries, except as otherwise required by applicable Law. The Parties shall require the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The total costs and expenses of the Accounting Firm will be allocated and borne between Parent and Telemynd based upon that percentage of such fees and expenses equal to the percentage of the dollar value of the proposed determinations submitted to the Accounting Firm determined in favor of the other Party; provided, that if in light of the nature of the dispute the foregoing is not feasible, such costs and expenses shall be borne equally by the Parties. Any initial retainer required by the Accounting Firm shall be funded equally by the Parties (and, following the Accounting Firm’s determination, the Parties shall make appropriate payments between themselves as are necessary to give effect to the preceding sentence). To the extent the provisions of this Section 8.16 conflict with the provisions of Article IX, the provisions of this Section 8.16 shall control. Notwithstanding anything to the contrary contained herein, in the case of Parent Consolidated Returns, the Accounting Firm shall resolve any dispute in favor of Telemynd if Telemynd’s position is supported by a “more likely than not” standard under the Code or ...
Tax Dispute Resolution. All Tax Disputes shall be resolved by ---------------------- mutual agreement of the Tax Advisors of the disputing parties, but if with respect to any Tax Dispute the Tax Advisors of the disputing parties cannot reach an agreement, then the disputing parties shall appoint a mutually agreeable Tax Advisor to resolve the Tax Dispute, and if the disputing parties cannot agree on a Tax Advisor to so appoint, then the Tax Dispute shall be resolved in accordance with the provisions of Section 11.3 of the Reorganization Agreement relating to dispute resolution.
Tax Dispute Resolution. Except as otherwise provided, with respect to any dispute or a disagreement relating to Taxes between the Parties, the Parties shall cooperate in good faith to resolve such dispute between them; provided that if the Parties are unable to resolve such dispute, the Parties shall submit the dispute to the Independent Accounting Firm for resolution, which resolution shall be final, conclusive and binding on the Parties. The fees and expenses relating to any dispute as to the amount of Taxes owed by either of the Parties shall be paid by Buyer and Seller in proportion to each Party’s respective liability for the portion of the Taxes in dispute, as determined by the Independent Accounting Firm.
Tax Dispute Resolution. If the Parties are unable to resolve any disputes regarding the content of Tax Returns for which ST has a right of review pursuant to Section 5.8(a), the issue or issues shall be referred for resolution to a partner at a “Big 4” accounting firm (or other nationally recognized accounting firm) reasonably acceptable to the Parties, who shall be requested to resolve open issues, on the basis of the position most likely to be sustained if challenged in a court having initial jurisdiction over the matter (which for federal income tax issues shall be deemed to be the United States Tax Court). The decision of such accounting firm shall be final and binding on the Parties, and the costs of such accounting firm shall be Newco costs. If such Tax Returns become due (taking into account extensions of time to file, which Newco shall seek as necessary to avoid the delinquent filing of its Tax Returns) they shall be filed as determined by Newco and shall be amended and re-filed as required by the outcome of the referral to the accounting firm as provided herein.
Tax Dispute Resolution. Except as otherwise provided, with respect to any dispute or a disagreement relating to Taxes between the Parties, the Parties shall cooperate in good faith to resolve such dispute between them; but if the Parties are unable to resolve such dispute within 30 calendar days of receipt by a Party of notice of a Tax dispute, the Parties shall submit the dispute to the Accounting Referee for resolution, which resolution shall be final, conclusive and binding on the Parties. The Accounting Referee shall resolve any dispute in a manner consistent with the past practices with respect to such items unless otherwise required by Law. Buyer on the one hand and Seller on the other hand shall each pay one-half of the fees and expenses of the Accounting Referee.
Tax Dispute Resolution. Except as otherwise provided, with respect to any dispute or a disagreement relating to Taxes between the parties, the parties shall cooperate in good faith to resolve such dispute between them; but if the parties are unable to resolve such dispute, the parties shall submit the dispute to a certified public accountant or attorney specializing in taxes of the kind in dispute, provided that such individual is “independent” with respect to Seller, Purchaser, and their respective Affiliates, as mutually agreed upon by Purchaser and Seller (in either case, the “Tax Specialist”) for resolution, which resolution shall be final, conclusive and binding on the parties. The parties agree that the Tax Specialist shall resolve any dispute in a manner consistent with the past practices with respect to such items unless otherwise required by Law. Seller and Purchaser shall each be liable for one half of the fees and expenses of the Tax Specialist. Purchaser and Seller agree to execute, if requested by the Tax Specialist, a reasonable engagement letter, including customary indemnification provisions in favor of the Tax Specialist.
Tax Dispute Resolution. If Buyer and Seller are unable to resolve any disputes regarding Tax matters relating to the Purchased Assets (including the Purchased Subsidiary) within 60 days, the disputed issue or issues shall be referred for resolution to a partner at a “Big 4” accounting firm (or other internationally recognized accounting firm) reasonably acceptable to Buyer and Seller, who shall be requested to resolve the disputed issues, on the basis of the position most likely to be sustained if challenged in a court having initial jurisdiction over the matter (which, for U.S. federal income tax issues, shall be deemed to be the United States Tax Court). The scope of the accounting firm’s engagement (which will not be an audit) shall be limited to the resolution of the disputed issues. The decision of such accounting firm shall be delivered within 90 days following the submission of such matter and shall be final and binding on the parties, and the costs of such accounting firm shall be borne equally by Seller and Buyer. If a disputed Tax Return becomes due (taking into account extensions of time to file, which shall be sought as necessary to avoid the delinquent filing of any Tax Returns), it shall be filed as determined by the Party responsible for the preparation and filing of such Tax Return pursuant to this Agreement, and shall be amended and re-filed as required by the outcome of the referral to the accounting firm as provided herein.
Tax Dispute Resolution. In the event of any disagreement relating to (i) the calculation of the amount of any Taxes in respect of which Revelyst or Vista Outdoor may be liable pursuant to Section 4.01 or Section 4.02, (ii) the determination of which Party is entitled to a Tax Refund or (iii) the preparation of any Pre-Closing Tax Returns, the Parties shall negotiate in good faith for a period of thirty (30) days (or such longer period as may be mutually agreed in writing) to resolve such disagreement. In the event that the Parties have not reached a resolution set forth in a written agreement signed by the Parties at the end of such 30-day period (or such longer period as may be mutually agreed in writing), the Parties shall submit all matters that remain in dispute to an independent, nationally recognized accounting firm mutually agreed to by the Parties (the “Reviewing Accountant”). The Parties shall instruct the Reviewing Accountant to make a determination no later than thirty (30) days following the submission of such dispute to such Reviewing Accountant, based solely on the written submissions of the Parties. The determination of the Reviewing Accountant shall, absent a Final Determination to the contrary, be conclusive and binding on the Parties for all Tax purposes and the Parties, and neither Party shall take any position inconsistent therewith on any Tax Return, in any Tax Refund claim or in any Tax Contest, in each case, unless otherwise required pursuant to a Final Determination. All fees and expenses relating to the work, if any, to be performed by the Reviewing Accountant shall be borne equally by the Parties.
Tax Dispute Resolution. If either Party (the “Objecting Party”) objects to any matter in the Tax Litigation Certificate prepared by the other Party (the “Preparing Party”) pursuant to Section 2.9(1) or 2.9(3), as the case may be, the Objecting Party shall give notice to the Preparing Party no later than thirty (30) days after delivery of the Tax Litigation Certificate. Any notice given by the Objecting Party shall set forth in reasonable detail the particulars of such objection. The Purchaser and the Seller shall then use reasonable efforts to resolve such objection for a period of thirty (30) days following the giving of such notice. If the matter is not resolved by the end of such thirty (30) day period, then the dispute with respect to such objection shall be submitted by the Parties to a tax specialist, agreed to by the Parties, associated with the Canadian office of one of the big four international accounting firms that is not the principal auditor of any Party at such time, which tax specialist shall have no current or prior professional relationship with any Party (the “Independent Litigation Accountant”). If the Seller and the Purchaser are unable to agree on the identity of the Independent Litigation Accountant within a further ten (10) day period, either the Seller or the Purchaser may apply to have a court appoint the Independent Litigation Accountant. The Independent Litigation Accountant shall, as promptly as practicable (but in any event within forty-five (45) days following its appointment), in its capacity as an expert and not as an arbitrator, make a determination of the Tax Litigation Result based solely on written submissions of the Purchaser and the Seller given by them to the Independent Litigation Accountant and any other information that is reasonably requested from such Parties by the Independent Litigation Accountant. The submissions of the Purchaser and the Seller shall be disclosed to the other Party, respectively, and such other Party shall be afforded a reasonable opportunity to respond thereto. The Purchaser and the Seller shall provide the Independent Litigation Accountant with all information it requests that is within such Party’s control as promptly as possible. The decision of the Independent Litigation Accountant as to the Tax Litigation Result shall be final and binding upon the Purchaser and the Seller and shall constitute the final Tax Litigation Result for purposes of this Agreement. Except in the case of fraud or manifest error, the Purch...
