Common use of Tax Dispute Resolution Mechanism Clause in Contracts

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 shall 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 shall be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to Sellers the Seller and the 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 the Seller and the 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; 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 In case of any dispute among the Parties involving Taxes arising under with respect to matters set forth in this Agreement Article XV, such dispute shall be resolved as follows: (ia) either party shall provide a "Notice of Dispute" to the other party setting forth in reasonable detail the issue to be resolved pursuant to this Section 15.13; (b) the Parties will parties shall in good faith attempt to negotiate a prompt resolution settlement of the dispute; (iic) if the Parties parties are unable to negotiate a resolution of the dispute within thirty (30) days30 Business Days from the receipt of a Notice of Dispute, the dispute will shall be submitted to the national office of a firm of KPMG Peat Marwick or other independent accountants of nationally recognized standing reasonably satisfactory to Sellers Seller and Buyer Purchaser to be chosen within 15 Business Days after notification from KPMG Peat Marwick that they are unwilling or unable to serve (the “"Tax Dispute Accountant”Accountants"); (iiid) the parties shall present their arguments to the Tax Dispute Accountants within 15 Business Days after submission of the dispute to the Tax Dispute Accountants; (e) the Tax Dispute Accountant Accountants shall resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax Law and the provisions of this Agreementlaw, within thirty (30) days 30 Business Days after the Parties parties have submitted the dispute presented their arguments to the Tax Dispute AccountantAccountants, whose decision shall be final, conclusive and binding on the Parties, absent fraud or manifest errorparties; and (ivf) any payment to be made as a result of the resolution of a dispute shall be made, and any other action to be taken as a result of the resolution of a dispute shall be taken, on or before the fifth later of (5thi) the date on which such payment or action would otherwise be required, or (ii) the third business day following the date on which the dispute is resolved (except that if in the resolution requires case of a dispute resolved by the filing of an amended Tax ReturnDispute Accountants, such amended Tax Return shall be filed within thirty (30) days following date being the date on which the dispute is resolvedparties receive written notice from the Tax Dispute Accountants of their resolution); and (v) the . The fees and expenses of the Tax Dispute Accountant Accountants in resolving a dispute shall be paid borne by the Party who party against whom the Tax Dispute Accountant determines has derived Accountants resolve 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 Accountantdispute .

Tax Dispute Resolution Mechanism. Any dispute among the Parties involving Taxes arising under Wherever in this Agreement it shall be provided that a dispute shall be resolved pursuant to the "TAX DISPUTE RESOLUTION MECHANISM," such dispute shall be resolved as follows: (i) the Parties parties will in good faith attempt to negotiate a prompt resolution settlement of the dispute; (ii) if the Parties parties are unable to negotiate a resolution of the dispute within thirty (30) 10 days, the dispute will be submitted to the national New York office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to Sellers the Buyer and the Seller (or, if the Buyer and the Seller do not agree on such a firm, then a firm chosen by the Arbitration and Mediation Committee of the New York Society of Certified Public Accountants) (the “Tax Dispute Accountant”"TAX DISPUTE ACCOUNTANTS"); (iii) the parties will present their arguments and submit the proposed amount of each item in dispute to the Tax Dispute Accountant Accountants within 10 days after submission of the dispute to the Tax Dispute Accountants; (iv) the Tax Dispute Accountants, whose decision shall be final, conclusive and binding on the parties, shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law law and the provisions of this Agreement, by selecting, for each item in dispute, the proposed amount for such item submitted by one party or the other party within thirty (30) 10 days after the Parties parties have submitted the dispute presented their arguments to the Tax Dispute Accountant, whose decision shall be final, conclusive and binding on the Parties, absent fraud or manifest errorAccountants; (ivv) notwithstanding any other provision of this Agreement, any payment to be made as a result of the resolution of a dispute shall be made, and any other action to be taken as a result of the resolution of a dispute shall be taken, on or before the fifth later of (5thx) the date on which such payment or action would otherwise be required or (y) the third business day following the date on which the dispute is resolved (except that if in the resolution requires case of a dispute resolved by the filing of an amended Tax ReturnDispute Accountants, such amended Tax Return shall be filed within thirty (30) days following date being the date on which the parties receive written notice from the Tax Dispute Accountants of their resolution); PROVIDED, that if a dispute with respect to an item in a Tax Return shall not be resolved on or before the date that is three business days prior to the latest date on which such Tax Return may be filed under applicable Tax law, then the party having the responsibility for filing such Tax Return shall file such Tax Return reflecting all disputed items that have been resolved in the manner so resolved), and reflecting all unresolved disputed items in the manner proposed by such party, and shall, if necessary, upon the resolution of all such unresolved disputed items, file an amended Tax Return reflecting the resolution thereof in the manner so resolved; and (vVI) the fees and expenses of the Tax Dispute Accountant shall Accountants in resolving a dispute will be paid borne equally by the Party who Buyer and 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 AccountantSeller.

Tax Dispute Resolution Mechanism. Any Wherever in this Section 6.1 or in Section 8.5 it shall be provided that a dispute among shall be resolved pursuant to the Parties involving Taxes arising under this Agreement “Tax Dispute Resolution Mechanism,” such dispute shall be resolved as follows: (i) the Parties parties to such dispute will in good faith attempt to negotiate a prompt resolution settlement of the dispute; , (ii) if the Parties parties to such dispute are unable to negotiate a resolution of the dispute within thirty (30) 30 days, the dispute will be submitted to the national office of a firm of an independent accountants of nationally recognized standing “Big Four” Accounting Firm reasonably satisfactory to Sellers each Seller that is party to such dispute and Buyer to Purchaser (the “Tax Dispute AccountantAccountants”); , (iii) the parties to such dispute will present their arguments to the Tax Dispute Accountant shall Accountants within 10 days after submission of the dispute to the Tax Dispute Accountants, (iv) the Tax Dispute Accountants will resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax Law and the provisions of this Agreementlaw, within thirty (30) 20 days after the Parties parties to such dispute have submitted the dispute presented their arguments to the Tax Dispute AccountantAccountants, whose decision shall be final, conclusive and binding on the Partiesparties to such dispute, absent fraud or manifest error; (ivv) any payment to be made as a result of the resolution of a dispute shall be made, and any other action to be taken as a result of the resolution of a dispute shall be taken, on or before the fifth later of (5thA) the date on which such payment or action would otherwise be required or (B) the third business day following the date on which the dispute is settled or resolved (except that if in the resolution requires case of a dispute resolved by the filing of an amended Tax ReturnDispute Accountants, such amended Tax Return shall be filed within thirty (30) days following date being the date on which the parties to such dispute is resolved); receive written notice from the Tax Dispute Accountants of their resolution) and (vvi) the fees and expenses of the Tax Dispute Accountant shall Accountants in resolving a dispute will be paid borne equally by the Party who the Tax Dispute Accountant determines has derived the least benefit from the issues Sellers that are parties to be resolved by the Tax Dispute Accountant; provided thatsuch dispute and Purchaser, (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 Accountantrespectively.

Tax Dispute Resolution Mechanism. Any dispute among the Parties involving the calculation of Taxes or the preparation of Tax Returns arising under this Agreement that does not involve a Third-Party Claim (including a claim by the IRS) 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 the Sellers’ Representative and the 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, 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 the Sellers’ Representative and the 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; 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 Wherever in this Agreement it shall be provided that a dispute shall be resolved pursuant to the "Tax Dispute Resolution Mechanism," such dispute shall be resolved as follows: (ia) the Parties parties will in good faith attempt to negotiate a prompt resolution settlement of the dispute; (iib) if the Parties parties are unable to negotiate a resolution of the dispute within thirty (30) 30 days, the dispute will be submitted to the national New York office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to Sellers Stockholder and Buyer Purchaser (or, if Stockholder and Purchaser do not agree on such a firm, then a firm chosen by the Arbitration and Mediation Committee of the New York Society of Certified Public Accountants) (the “"Tax Dispute Accountant”Accountants"); (iiic) the parties will present their arguments and submit the proposed amount of each item in dispute to the Tax Dispute Accountants within 15 days after submission of the dispute to the Tax Dispute Accountants; (d) the Tax Dispute Accountant Accountants shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law law and the provisions of this Agreement, by selecting, for each item in dispute, the proposed amount for such item submitted by one party or the other party within thirty (30) 30 days after the Parties parties have submitted the dispute presented their arguments to the Tax Dispute AccountantAccountants, whose decision shall be final, conclusive and binding on the Parties, absent fraud or manifest errorparties; (ive) notwithstanding any other provision of this Agreement, any payment to be made as a result of the resolution of a dispute shall be made, and any other action to be taken as a result of the resolution of a dispute shall be taken, on or before the fifth later of (5thi) day following the date on which the dispute is resolved such payment or action would otherwise be required or (except that if the resolution requires the filing of an amended Tax Return, such amended Tax Return shall be filed within thirty (30ii) 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.the

Tax Dispute Resolution Mechanism. Any In case of any dispute among the Parties involving Taxes arising under with respect to matters set forth in this Agreement Article XV, such dispute shall be resolved as follows: (ia) either party shall provide a “Notice of Dispute” to the other party setting forth in reasonable detail the issue to be resolved pursuant to this Section 15.14; (b) the Parties will parties shall in good faith attempt to negotiate a prompt resolution settlement of the dispute; (iic) if the Parties parties are unable to negotiate a resolution of the dispute within thirty (30) daysbusiness days from the receipt of a Notice of Dispute, the dispute will shall be submitted to the national office a senior tax partner of a firm of KPMG LLP or other independent accountants of nationally recognized standing reasonably satisfactory to Sellers and Buyer Purchasers to be chosen within fifteen (15) business days after notification from KPMG LLP that he or she is unwilling or unable to serve (the “Tax Dispute Accountant”); (iiid) the parties shall present their arguments to the Tax Dispute Accountant within fifteen (15) business days after submission of the dispute to the Tax Dispute Accountant; (e) the Tax Dispute Accountant shall resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax Law and the provisions of this Agreementlaw, within thirty (30) business days after the Parties parties have submitted the dispute presented their arguments to the Tax Dispute Accountant, whose decision shall be final, conclusive and binding on the Parties, absent fraud or manifest errorparties; and (ivf) any payment to be made as a result of the resolution of a dispute shall be made, and any other action to be taken as a result of the resolution of a dispute shall be taken, on or before the fifth later of (5thi) the date on which such payment or action would otherwise be required, or (ii) the third business day following the date on which the dispute is resolved (except that if in the resolution requires case of a dispute resolved by the filing of an amended Tax ReturnDispute Accountant, such amended Tax Return shall be filed within thirty (30) days following date being the date on which the dispute is resolvedparties receive written notice from the Tax Dispute Accountant of their resolution); and (v) the . The fees and expenses of the Tax Dispute Accountant in resolving a dispute shall be paid borne by the Party who party against whom the Tax Dispute Accountant determines has derived resolves 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 Accountantdispute.

Tax Dispute Resolution Mechanism. Any If there is a dispute among between the Parties involving Taxes arising under Buyer and GMI regarding any of the matters contained in Section 1.5 hereof or in this Article VII or the interpretation of any other provision of this Agreement relating to Taxes, such dispute shall be resolved as follows: (i) the Parties parties will in good faith attempt to negotiate a prompt resolution settlement of the dispute; , (ii) if the Parties parties are unable to negotiate a resolution of the dispute within thirty (30) days30 days of the commencement of the dispute, the dispute will be submitted to the national office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to Sellers GMI and the Buyer (the “Tax Dispute Accountant”"TAX DISPUTE ACCOUNTANTS"); , (iii) the parties will present their arguments to the Tax Dispute Accountant shall Accountants within 15 days after submission of the dispute to the Tax Dispute Accountants, (iv) the Tax Dispute Accountants will resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax Law and the provisions of this Agreementlaw, within thirty (30) 30 days after the Parties parties have submitted the dispute presented their arguments to the Tax Dispute AccountantAccountants, whose which decision shall be final, conclusive and binding on the Partiesparties, absent fraud or manifest error; (ivv) any payment to be made as a result of the resolution of a dispute shall be made, and any other action to be taken as a result of the resolution of a dispute shall be taken, on or before the fifth later of (5thA) the date on which such payment or action would otherwise be required or (B) the third business day following the date on which the dispute is resolved (except that if in the resolution requires case of a dispute resolved by the filing of an amended Tax ReturnDispute Accountants, such amended Tax Return shall be filed within thirty (30) days following date being the date on which the dispute is resolved); parties receive written notice from the Tax Dispute Accountants of their resolution) and (vvi) the fees and expenses of the Tax Dispute Accountant shall Accountants in resolving a dispute will be paid borne equally by GMI and 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 AccountantBuyer.

Tax Dispute Resolution Mechanism. Any dispute among the Parties involving Taxes arising under Wherever in this Agreement it shall be provided that a dispute shall be resolved pursuant to the "Tax Dispute Resolution Mechanism," such dispute shall be resolved as follows: (ia) the Parties parties will in good faith attempt to negotiate a prompt resolution settlement of the dispute; (iib) if the Parties parties are unable to negotiate a resolution of the dispute within thirty (30) 15 days, the dispute will be submitted to the national New York office of a firm of independent accountants of nationally recognized standing reasonably satisfactory to Sellers VK/AC and Buyer MGI (or, if VK/AC and MGI do not agree on such a firm, then a firm chosen by the Arbitration and Mediation Committee of the New York Society of Certified Public Accountants) (the “"Tax Dispute Accountant”Accountants"); (iiic) the parties will present their arguments and submit the proposed amount of each item in dispute to the Tax Dispute Accountants within 10 days after submission of the dispute to the Tax Dispute Accountants; (d) the Tax Dispute Accountant Accountants, whose decision shall be final, conclusive and binding on the parties, shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Income Tax Law law and the provisions of this Agreement, by selecting, for each item in dispute, the proposed amount for such item submitted by one party or the other party within thirty (30) 15 days after the Parties parties have submitted the dispute presented their arguments to the Tax Dispute Accountant, whose decision shall be final, conclusive and binding on the Parties, absent fraud or manifest errorAccountants; (ive) notwithstanding any other provision of this Agreement, any payment to be made as a result of the resolution of a dispute shall be made, and any other action to be taken as a result of the resolution of a dispute shall be taken, on or before the fifth later of (5thi) the date on which such payment or action would otherwise be required or (ii) the third business day following the date on which the dispute is resolved (except that if in the resolution requires the filing case of an amended Tax Return, such amended Tax Return shall be filed within thirty (30) days following the date on which the a 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.Dispute

Tax Dispute Resolution Mechanism. Any dispute among the Parties involving Taxes arising under Wherever in this Agreement it shall be provided that a dispute shall be resolved pursuant to the "Tax Dispute Resolution Mechanism," such dispute shall be resolved as follows: (i) the Parties parties will in good faith attempt to negotiate a prompt resolution settlement of the dispute; , (ii) if the Parties parties are unable to negotiate a resolution of the dispute within thirty (30) 15 days, the dispute will be submitted to Xxxxxx Xxxxxxxx, LLP, whom the national office parties acknowledge shall not provide at the time of a firm of retention, and shall not have provided in the three years prior thereto, services to the Seller, the Purchaser or the Company or other independent accountants of nationally recognized standing reasonably satisfactory to Sellers the Seller and Buyer the Purchaser (the “"Tax Dispute Accountant”); Accountants") (iii) the parties will present their arguments to the Tax Dispute Accountant shall Accountants within 15 days after submission of the dispute to the Tax Dispute Accountants, (iv) the Tax Dispute Accountants will resolve the dispute, in a fair and equitable manner and in accordance with the applicable Tax Law law and the provisions of this Agreement, within thirty (30) 15 days after the Parties parties have submitted the dispute presented their arguments to the Tax Dispute AccountantAccountants, whose decision shall be final, conclusive and binding on the Partiesparties, absent fraud or manifest error; (ivv) any payment to be made as a result of the resolution of a dispute shall be made, and any other action to be taken as a result of the resolution of a dispute shall be taken, on or before the fifth earlier of (5thA) the date on which such payment or action would otherwise be required or (B) the third business day following the date on which the dispute is resolved (except that if in the resolution requires case of a dispute resolved by the filing of an amended Tax ReturnDispute Accountants, such amended Tax Return shall be filed within thirty (30) days following date being the date on which the parties receive written notice from the Tax Dispute Accountants of their resolution), provided that if a dispute with respect to an item in a Tax Return shall not be resolved on or before the date that is three business days prior to the latest date on which such Tax Return may be filed under applicable Tax law, then (x) the party having the responsibility for filing such Tax Return pursuant to Section 4.6(c) shall file such Tax Return reflecting all disputed items that have been resolved in the manner so resolved); , and reflecting all unresolved disputed items in the manner proposed by such party, and shall, upon the resolution of all such unresolved disputed items, file an amended Tax Return reflecting the resolution thereof in the manner so resolved, and (vy) the party who is not responsible for filing such Tax Return shall (or shall cause to) execute such Tax Return if such execution is reasonably necessary for such Tax Return to be effective and (vi) the fees and expenses of the Tax Dispute Accountant shall Accountants in resolving a dispute will be paid borne equally by the Party who Seller and 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 AccountantPurchaser.

Tax Dispute Resolution Mechanism. Any dispute among to be resolved pursuant to the Parties involving Taxes arising under this Agreement "Tax Dispute Resolution Mechanism," shall be resolved as follows: (i) the Parties Buyer and the Sellers will in good faith attempt to negotiate a prompt resolution settlement of the dispute; (ii) if the Parties they are unable to negotiate a resolution of the dispute within thirty (30) 15 days, the dispute will be submitted to the national office valuation services group of a firm of independent accountants appraisers of nationally recognized standing reasonably satisfactory to reputation agreed upon by the Buyer and the Sellers and Buyer (the “Tax Dispute Accountant”"Arbitrator"); (iii) the Tax Dispute Accountant Buyer and the Sellers will present their arguments and submit the proposed amount of each item in dispute to the Arbitrator within 15 days after submission of the dispute to it; (iv) the Arbitrator shall resolve the dispute, in a fair and equitable manner and in accordance with applicable Tax Law law and the provisions of this Agreement, by selecting, for each item in dispute, the proposed amount for such item submitted by either the Buyer or the Sellers within thirty (30) 25 days after the Parties parties have submitted the dispute presented their arguments to the Tax Dispute AccountantArbitrator, 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 Buyer and 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)Sellers; and (v) if a dispute shall not be resolved on or before the date that is three business days prior to the latest date on which the applicable Additional Section 338 Form may be filed under applicable Tax law, then the Additional Section 338 Form shall be filed on or prior to such date reflecting all the disputed items that have been resolved in the manner so resolved and the unresolved items shall be reflected as submitted by the Buyer in clause (iii) above. An Amendment to such Additional Section 338 Form shall be filed after resolution by the Arbitrator of the remaining unresolved items. The fees and expenses of the Tax Dispute Accountant shall Arbitrator in resolving a dispute will be paid borne equally 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 AccountantBuyer.