Tax Dispute Resolution Mechanism. Any dispute among the Parties involving Taxes arising under this Agreement shall be resolved as follows:
(i) the Parties will in good faith attempt to negotiate a prompt resolution of the dispute; (ii) if the Parties are unable to negotiate a resolution of the dispute within thirty (30) days, the dispute will be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to Sellers and Buyer (the “Tax Dispute Accountant”); (iii) the Tax Dispute Accountant shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law and the provisions of this Agreement, within thirty (30) days after the Parties have submitted the dispute to the Tax Dispute Accountant, whose decision shall be final, conclusive and binding on the Parties, absent fraud or manifest error; (iv) any payment to be made as a result of the resolution of a dispute shall be made, and any other action taken as a result of the resolution of a dispute shall be taken, on or before the fifth (5th) day following the date on which the dispute is resolved (except that if the resolution requires the filing of an amended Tax Return, such amended Tax Return shall be filed within thirty (30) days following the date on which the dispute is resolved); and (v) the fees and expenses of the Tax Dispute Accountant shall be paid by the Party who the Tax Dispute Accountant determines has derived the least benefit from the issues to be resolved by the Tax Dispute Accountant; provided that, (A) if the Parties are unable to agree on a national office of a firm of independent accountants of nationally recognized standing to act as Tax Dispute Accountant, Sellers and Buyer shall each select a national office of a firm of independent accountants of nationally recognized standing and such firms together shall select the national office of a firm of independent accountants of nationally recognized standing to act as the Tax Dispute Accountant; and (B) if any Party does not select a national office of a firm of independent accountants of nationally recognized standing within ten (10) days of written demand therefor by the other Party, the firm selected by the other Party shall act as the Tax Dispute Accountant.
Tax Dispute Resolution Mechanism. Any dispute among the parties involving Taxes arising under this Agreement shall be resolved as follows: (i) the parties will in good faith attempt to negotiate a prompt resolution of the dispute; (ii) if the parties are unable to negotiate a resolution of the dispute within thirty (30) days, the dispute will be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to the Sellers and the Buyer (the “Tax Dispute Accountants”); (iii) the Tax Dispute Accountants shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law and the provisions of this Agreement, within thirty (30) days after the parties have submitted the dispute to the Tax Dispute Accountants, whose decision shall be final, conclusive and binding on the parties, absent fraud or manifest error; (iv) any payment to be made as a result of the resolution of a dispute shall be made, and any other action taken as a result of the resolution of a dispute shall be taken, on or before the fifth (5th) Business Day following the date on which the dispute is resolved (except that if the resolution requires the filing of an amended Tax Return, such amended Tax Return shall be filed within thirty (30) Business Days following the date on which the dispute is resolved); and (v) the fees and expenses of the Tax Dispute Accountants shall be paid one-half by the Buyer and one-half by the Seller.
Tax Dispute Resolution Mechanism. Notwithstanding any provisions relating to dispute resolution set forth in Article 8 hereof, wherever in this Article 9 it is provided that a dispute shall be resolved pursuant to the “Tax Dispute Resolution Mechanism,” the parties shall cooperate in good faith to resolve such dispute between them; but if the parties are unable to resolve such dispute, such dispute shall be resolved as follows: The parties shall submit the dispute to a jointly selected “Big Four” accounting firm (the “Settlement Accountants”) for resolution, which resolution shall be final, conclusive and binding on the parties. If Parent and Shareholders cannot jointly agree on the Settlement Accountants, Parent and Shareholders shall each submit to their respective accountants the name of an accounting firm that does not at the time and that has not in the prior two years provided services to Shareholders or Parent or any of their respective affiliates, and the Settlement Accountants shall be selected by lot from these two firms by the respective accountants of the two parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Settlement Accountants in resolving a dispute as to the amount of Taxes owed by either of the parties shall be borne equally by Shareholders and Parent.
Tax Dispute Resolution Mechanism. Any dispute with respect to Sections 11.3, 11.4, 11.5 or 11.7 of this Agreement shall be resolved in accordance with this Section 11.8. The parties will in good faith attempt to negotiate a settlement of the dispute. If the parties are unable to negotiate a resolution of the dispute within thirty (30) days after notice of such dispute is given, in accordance with Section 12.5 hereof, by either party to the other party, the dispute will be submitted to (i) an Independent Accounting Firm mutually agreed-upon by Seller and Buyer, or (ii) if the parties are unable to so agree, an Independent Accounting Firm as selected by lot by a representative of KPMG Peat Marwick LLP in the presence of the parties (the "Tax Dispute Accountants"). The parties will present their arguments to the Tax Dispute Accountants upon submission of the dispute to the Tax Dispute Accountants. The Tax Dispute Accountants will resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax law, within thirty (30) days after the parties have presented their arguments to the Tax Dispute Accountants, whose decision shall be final, conclusive and binding on the parties. The fees and expenses of the Tax Dispute Accountants will become equally by Seller and Buyer.
Tax Dispute Resolution Mechanism. Wherever in this Section 6.9 it is provided that a dispute shall be resolved pursuant to the “Tax Dispute Resolution Mechanism,” such dispute shall be resolved as follows: The parties shall submit the dispute to the Settlement Accountant for resolution, which resolution shall be final, conclusive and binding on the parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Settlement Accountant in resolving a dispute shall be paid by Buyer and Seller in proportion to each party’s respective liability for Taxes as determined by the Settlement Accountant. The award of the Settlement Accountant shall be rendered as expeditiously as possible, and if practicable, no later than sixty (60) days after the submission of the tax dispute to the Settlement Accountant, unless the parties agree to extend such time period or the Settlement Accountant, at his sole discretion, extends such time period for good cause shown. The determination of the Settlement Accountant shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction.
Tax Dispute Resolution Mechanism. With respect to any dispute or disagreement between the parties relating to this Article VII, the parties shall cooperate in good faith to resolve such dispute between them; but if the parties are unable to resolve such dispute, such dispute shall be resolved as follows: The parties shall submit the dispute to a jointly selected accounting firm experienced in Dominican Republic Tax Law (the “Settlement Accountants”) for resolution, which resolution shall be final, conclusive and binding on the parties. If Buyer and Seller cannot agree on the Settlement Accountants, Buyer and Seller shall each submit to their respective accountants the name of an accounting firm that does not at the time and that has not in the prior two years provided services to Seller or Buyer or any of their respective Affiliates, and the Settlement Accountants shall be selected by lot from these two firms. The fees and expenses of the Settlement Accountants in resolving a dispute 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 Settlement Accountants.
Tax Dispute Resolution Mechanism. Wherever in this Section 11.2(III) it is provided that a dispute shall be resolved pursuant to the "Tax Dispute Resolution Mechanism," such dispute shall be resolved as follows: The parties shall submit the dispute to a jointly selected nationally recognized accounting firm (the "Settlement Accountants") for resolution, which resolution shall be final, conclusive and binding on the parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Settlement Accountants in resolving a dispute shall be borne equally by the Allied Shareholders and by Buyer, other than fees and expenses relating to a dispute as to the amount of Taxes owed by either of the parties with respect to a Tax Return for a Straddle Period, in which case such fees and expenses shall be paid by Buyer and by the Allied Shareholders in proportion to each party's respective liability for Taxes as determined by the Settlement Accountants.
Tax Dispute Resolution Mechanism. The Parties shall cooperate in good faith to resolve any dispute relating to Section 5.10(a) or any Tax matters; however, if the Parties are unable to resolve such dispute, then, except with respect to matters arising under Section 5.10(a)(i), (ii) or (iii), the Parties shall submit the dispute to the Independent Accountant 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 Purchaser and Sellers in proportion to each Party’s respective liability for the portion of the Taxes in dispute, as determined by the Independent Accountant.
Tax Dispute Resolution Mechanism. Any dispute arising in connection with the application of this Section 6.7 shall be submitted to a jointly selected “Big Four Accounting Firm” or nationally recognized law firm (the “Settlement Party”) for resolution, which resolution shall be final, conclusive and binding on the parties. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Settlement Party in resolving a dispute shall be paid by Buyer and Seller in proportion to each party’s respective liability for Taxes which are the subject of the dispute as determined by the Settlement Party. Any such settlement shall be deemed a final arbitration award that is enforceable pursuant to all terms of the Federal Arbitration Act, 9 U.S.C. §§ 1 et. seq. For purposes of this Section 6.7(c)(iii), a “Big Four Accounting Firm” shall mean PricewaterhouseCoopers LLP, Ernst & Young LLP, KPMG LLP, and Deloitte & Touche LLP or their successors.
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