Common use of Tax Dispute Resolution Mechanism Clause in Contracts

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. Notwithstanding any provisions relating to dispute resolution set forth in Article 8 hereof, wherever Wherever in this Article 9 IX 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, dispute such dispute shall be resolved as follows: The parties shall submit the dispute to a jointly selected “"Big Four” Five" accounting firm (the “Settlement Accountants”"SETTLEMENT ACCOUNTANTS") for resolution, which resolution shall be final, conclusive and binding on the parties. If Parent Purchaser and Shareholders Seller cannot jointly agree on the Settlement Accountants, Parent Purchaser and Shareholders 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 Shareholders Seller or Parent Purchaser 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 Seller and ParentPurchaser.

Tax Dispute Resolution Mechanism. Notwithstanding any provisions relating to dispute resolution set forth in Article 8 hereof, wherever Wherever in this Article 9 VIII 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, 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 Buyer and Shareholders Seller cannot jointly agree on the Settlement Accountants, Parent Buyer and Shareholders 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 Shareholders Seller or Parent Buyer 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 shall be paid by Buyer and Seller in resolving a dispute as proportion to each party's respective liability for the amount of Taxes owed by either portion of the parties shall be borne equally Taxes in dispute, as determined by Shareholders and Parentthe Settlement Accountants.

Tax Dispute Resolution Mechanism. Notwithstanding any provisions relating to dispute resolution set forth in Article 8 10 hereof, wherever in this Article 9 12 it is provided that a dispute shall be resolved pursuant to the “Tax Dispute Resolution Mechanism"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, 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”"SETTLEMENT ACCOUNTANTS") for resolution, which resolution shall be final, conclusive and binding on the parties. If Parent Buyer and Shareholders Seller cannot jointly agree on the Settlement Accountants, Parent Buyer and Shareholders 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 Shareholders Seller or Parent Buyer 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 Seller and ParentBuyer.

Tax Dispute Resolution Mechanism. Notwithstanding any provisions relating to dispute resolution set forth in Article 8 hereof, wherever Wherever in this Article 9 Section 4.7 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, dispute such dispute shall be resolved as follows: The parties shall submit the dispute to a jointly selected “"Big Four” Five" accounting firm (the “"Settlement Accountants”") for resolution, which resolution shall be final, conclusive and binding on the parties. If Parent Buyer and Shareholders Seller cannot jointly agree on the Settlement Accountants, Parent Buyer and Shareholders 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 Shareholders Seller or Parent Buyer 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 relating to a proposed determination of the Modified Aggregate Deemed Sales Price and Adjusted Grossed Up Basis under Sections 4.7(d) and 4.7(g) shall be borne equally by Seller and Buyer, and the fees and expenses relating to any other dispute as to the amount of Taxes owed by either of the parties shall be borne equally paid by Shareholders Buyer and ParentSeller 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. Notwithstanding any provisions relating to dispute resolution set forth in Article 8 hereof, wherever Wherever in this Article 9 Agreement 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 however, 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” Five" accounting firm (the “"Settlement Accountants”") for resolution, which resolution shall be final, conclusive and binding on the parties. If Parent the Buyer and Shareholders the Stockholder Representative cannot jointly agree on the -58- Settlement Accountants, Parent the Buyer and Shareholders the Stockholder Representative 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 the Stockholder Representative or Parent the Buyer 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 partiesfirms. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Settlement Accountants in resolving a relating to any dispute as to the amount of Taxes owed by either of the parties shall be borne equally paid by Shareholders the Buyer and Parentthe Stockholders in proportion to each party's respective liability for the portion of the Taxes in dispute, as determined by the Settlement Accountants.