Dispute Resolution Arbiter definition

Dispute Resolution Arbiter shall have the meaning set forth in ‎Section 2.3(e).

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Dispute Resolution Arbiter has the meaning set forth in Section 1.08.

Dispute Resolution Arbiter means Duff & ▇▇▇▇▇▇ Corp. or, if not available, another nationally recognized consulting or valuation firm with expertise in financial analysis mutually and reasonably satisfactory to the Buyer and the Stockholder Representative. If the Buyer and the Stockholder Representative are unable to agree on the choice of a consulting or valuation firm with expertise in financial analysis, they will select a nationally or regionally recognized consulting or valuation firm with expertise in financial analysis by lot after each of the Buyer and the Stockholder Representative have submitted two proposed firms, and then excluded one firm selected by the other.

Examples of Dispute Resolution Arbiter in a sentence

• The Dispute Resolution Arbiter shall be engaged by the Purchaser and Seller within ten (10) days following the expiration of such thirty (30)-day period.

• The Purchaser, the Company and Seller shall cooperate with the Dispute Resolution Arbiter and make available all relevant books and records and other items reasonably requested by the Dispute Resolution Arbiter.

• Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Purchaser and Seller that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review), and the Dispute Resolution Arbiter shall not make any other determination including any determination as to whether any other items in the Earn-Out Report are correct.

• The Dispute Resolution Arbiter shall consider only those items and amounts that are identified as being items which the Purchaser and Seller are unable to resolve.

• In determining each disputed item, the Dispute Resolution Arbiter may not assign a value to such item greater than the greatest value for such item claimed by either party or less than the lowest value for such item claimed by either party.

• The costs and expenses of the Dispute Resolution Arbiter shall be allocated between Purchaser, on the one hand, and the Seller, on the other hand, based upon the percentage that the amounts by which their respective calculations of total gross revenue differ from the final determination of total gross revenue by the Dispute Resolution Arbiter.

• If, at the end of such thirty (30)-day period, the Purchaser and Seller have not so resolved such differences, the Purchaser and Seller shall submit the dispute for resolution to the Dispute Resolution Arbiter for review and resolution of any and all matters that remain in dispute and that were included in such Earn-Out Dispute Notice.

• The Purchaser and Seller shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to determine those items in dispute and to render its report as to its resolution of such items and resulting computation of total gross revenue as of the applicable Earn-Out Determination Date and the corresponding Earn-Out Payment (or portion thereof) as soon as practicable.

More Definitions of Dispute Resolution Arbiter

Dispute Resolution Arbiter means Duff & Phelps Corp. or, if not available, another nationally recognized consulting or valuation firm with expertise in financial analysis mutually and reasonably satisfactory to the Buyer and the Stockholder Representative. If the Buyer and the Stockholder Representative are unable to agree on the choice of a consulting or valuation firm with expertise in financial analysis, they will select a nationally or regionally recognized consulting or valuation firm with expertise in financial analysis by lot after each of the Buyer and the Stockholder Representative have submitted two proposed firms, and then excluded one firm selected by the other.

Dispute Resolution Arbiter means such nationally recognized independent accounting firm mutually agreed upon in writing by the Purchaser and the Seller, and provided that in the event that the Purchaser and the Seller are unable to agree on another nationally recognized independent accounting firm within five days of the commencement of efforts to do so, each of Purchaser and Seller shall select one nationally recognized independent accounting firm, and to two nationally recognized independent accounting firms so selected shall select the sole Dispute Resolution Arbiter.