Common use of Tax Dispute Resolution Clause in Contracts

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 if no position is supported by a “more likely than not” standard, if Telemynd’s position has “substantial authority” within the meaning of Treasury Regulation Section 1.6662-4(d)(2).

Tax Dispute Resolution. In the event of With respect to any dispute between or a disagreement relating to Taxes among the Parties as to any matter covered by this Article VIIIparties (“Tax Dispute”), the Parties parties shall appoint a nationally recognized public accounting firm reasonably acceptable to both of the Parties (the “Accounting Firm”) cooperate to resolve such dispute. In this regardTax Dispute between them; but if for any reason the parties are unable to resolve such dispute within ninety (90) days of receipt by a party of written notice of a Tax Dispute, the Independent Accounting Firm shall select within 10 days an independent and impartial partner from such firm with significant experience related to tax disputes, to serve as arbitrator. The individual arbitrator so selected shall be referred to herein as the “Tax Arbitrator”. The Tax Arbitrator shall make its determinations in respect of the Tax Dispute in accordance with respect the terms and conditions of this Agreement. The Tax Arbitrator shall deliver to Seller and Buyer, as promptly as practicable and in any event within 60 days after his or her appointment, a written award setting forth the disputed items based solely Tax Arbitrator’s determination of the Tax Dispute, as determined in accordance with the terms of this Agreement. Such award shall constitute an award under the Federal Arbitration Act, Title 9 of the U.S. Code and the 1958 New York Convention on representations made by Parent the Recognition and Telemynd and their respective representativesEnforcement of Foreign Arbitral Awards, 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 Partiesparties to the fullest extent permitted by applicable Law and may be entered and enforced in any court having jurisdiction. The Accounting Firm 60-day period for delivering the written award may be extended by the mutual written consent of the parties or by the Tax Arbitrator for up to an additional 30 days for good cause shown. Notwithstanding anything else contained herein, the parties agree that no party may assert that any award issued by the Tax Arbitrator is unenforceable because it has not been timely rendered. To the extent necessary, the parties shall resolve all disputes file or shall cause to be filed amended Tax Returns reflecting the award of the Tax Arbitrator. Notwithstanding anything in a manner consistent this Agreement to the contrary, each of Buyer and Seller shall bear its own costs and fees in connection with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Parent and its Subsidiariesarbitration, except as otherwise required by applicable Law. The Parties that Buyer and Seller shall require bear the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The total costs fees 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 Tax Arbitrator in proportion to their respective liability for the percentage portion of the dollar value of the proposed determinations submitted to the Accounting Firm Taxes in dispute, as 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 if no position is supported by a “more likely than not” standard, if Telemynd’s position has “substantial authority” within the meaning of Treasury Regulation Section 1.6662-4(d)(2)Tax Arbitrator.

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 MYnd California 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 MYnd California 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 MYnd California if TelemyndMYnd California’s position is supported by a “more likely than not” standard under the Code or if no position is supported by a “more likely than not” standard, if TelemyndMYnd California’s position has “substantial authority” within the meaning of Treasury Regulation Section 1.6662-4(d)(2).