Examples of Unresolved Disputed Items in a sentence
For the avoidance of doubt, the Arbitration Firm may look to and resolve only such Unresolved Disputed Items as were submitted to the Arbitration Firm for resolution and no other items.
The fees and expenses of the Accounting Firm incurred in resolving the Unresolved Disputed Items (“Accounting Firm Fees”) shall be borne by a party to the extent the Unresolved Disputed Items were not resolved in favor of such party.
The Accounting Firm’s role shall be limited to resolving the Unresolved Disputed Items and the Accounting Firm shall strictly apply the provisions of this Agreement regarding the determination of the Closing Price (including the determination of Closing Cash, Closing Debt, Seller’s Transaction Expense, Closing Working Capital, and the Closing Working Capital Adjustment) in achieving such resolution.
Seller and Parent shall be afforded the opportunity to present to the Independent Accountant any material related to the Unresolved Disputed Items and to discuss the issues with the Independent Accountant; provided, however, that no such presentation or discussion shall occur without the presence of a representative of each of Seller and Parent.
Buyer and Seller will use their respective reasonable best efforts to cause the Arbitration Firm to resolve the dispute with respect to the Unresolved Disputed Items as soon as practicable thereafter, but in any event within 30 days after the date on which the Arbitration Firm receives the presentations by Buyer and Seller.
The decision of the Accounting Firm, functioning as an expert and not an arbitrator, shall be final and binding upon the Parties and shall be in substitution for and precludes the bringing of any actions in any court in connection with the resolution of any Unresolved Disputed Item(s) under this Section 1.5, other than enforcement of the Accounting Firm’s determination, if necessary.
If Seller and Buyer are unable to resolve all of the Disputed Items within such 10 Business Day period, then either of such Parties may submit the Closing Statement, the Objection Notice, and an identification of the Unresolved Disputed Items (the “Submission”) to RSM US LLP (the “Accounting Firm”)1, who will be jointly engaged to resolve such Unresolved Disputed Items.
Only Unresolved Disputed Items are subject to resolution by the Independent Accountant and all other Disputed Items shall be considered final and binding upon Seller.
The Independent Accountant shall act as an expert and not an arbitrator in resolving the Unresolved Disputed Items submitted to it.
For example, if the Unresolved Disputed Items total $1,000 and the Accounting Firm awards $600 to Seller and $400 to Buyer, then 60% of the Accounting Firm Fees would be borne by Buyer and 40% of the Accounting Firm Fees would be borne by Seller.