Accounting Arbitration Clause Samples

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Accounting Arbitration. If the parties are unable to reach a mutual agreement in whole or in part in accordance with Section 8.4 during the thirty (30) day period referred to therein, then the New York City office of a mutually agreeable registered public accounting firm not affiliated with any party hereto (the “Accounting Firm”) shall be engaged to resolve those matters still in dispute with respect to such Revenue Report. In connection with engaging the Accounting Firm, each party agrees, if requested by the Accounting Firm, to execute an engagement letter on terms reasonably satisfactory to the Provider and the Investor. The Accounting Firm shall make a final and binding resolution of the disputes or disagreements between the Provider and the Investor with respect to such Revenue Report. The Accounting Firm shall be instructed that, in making its final and binding resolution, it must select a position with respect to such Revenue Report that is (A) exactly the final position of the Provider (as set forth in such Revenue Report), (B) exactly the final position of the Investor (as set forth in the Objection Notice), or (C) between the final position of the Provider and the final position of the Investor, and that it must make its final and binding resolution within thirty (30) days of its selection. In any event, the Accounting Firm shall select such a position by applying the principles and methods applied in preparing such Revenue Report in accordance with this Agreement. No appeal from such determination shall be permitted. (a) Upon the final and binding resolution by the Accounting Firm of the matters set forth in the Objection Notice, (i) such resolution shall be confirmed in writing, (ii) such Revenue Report shall be revised to reflect such resolution, (iii) such Revenue Report, as so revised, shall thereafter be final and binding upon all parties hereto for the purposes hereof, and (iv) any calculations made or actions taken under Section 2 or the Warrants pursuant to such Revenue Report shall be recalculated and/or retaken in pursuant to such Revenue Report, as so revised. To the extent that, as a result of any adjustment to such Revenue Report pursuant to Section 8.4 or this Section 8.5, the Commission paid pursuant to the original Revenue Report is adjusted, the applicable party shall pay the adjusted amount (after giving effect to any such amount originally paid or received pursuant to the original Revenue Report) to the other party by wire transfer of immediately av...
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Accounting Arbitration. If the Parties are unable to resolve a dispute as to the Purchase Price within thirty (30) days after Buyer’s receipt of Seller’s proposed Final Settlement Statement and/or Allocation Schedule, as applicable, the Parties shall submit the dispute to a nationally-recognized, United States-based independent public accounting firm on which the Parties mutually agree in writing (the “Accounting Referee”); provided, however, that the Accounting Referee shall not have performed any material work for any Party or its respective Affiliates within three (3) years of the Execution Date. The Parties shall send a written request to serve to the Accounting Referee and the Accounting Referee shall have five (5) Business Days to agree to serve. In the event the Accounting Referee is unable or unwilling to serve, absent agreement by the Parties as to a replacement for such Accounting Referee within two (2) Business Days after such notification, the Accounting Referee shall be a nationally recognized accounting firm not materially associated with Seller or Buyer as selected by the Houston, Texas, office of the American Arbitration Association. Within five (5) Business Days after the Accounting Referee has agreed to serve as such or has been appointed by the Parties or the Houston, Texas office of the American Arbitration 62 Association, as applicable, each Party shall summarize its position with regard to the disputed adjustments and/or allocations, as applicable, in a written document of ten (10) pages or less and submit such summaries to the Accounting Referee, together with the Final Settlement Statement and/or Allocation Schedule, as applicable, Buyer’s written report containing its objections thereto and any other documentation such Party may desire to submit. Seller shall also furnish the Accounting Referee with a copy of this Agreement. The Parties shall instruct the Accounting Referee that, within fifteen (15) Business Days after receiving the Parties’ respective submissions, the Accounting Referee shall render a decision with respect to each disputed adjustment and/or allocation, as applicable, based on the terms of the Agreement and the materials described above. The Accounting Referee, however, may not render a decision with respect to any disputed adjustment and/or allocation, as applicable, in excess of the highest value for such disputed adjustment and/or allocation, as applicable, as claimed by the Parties or lower than the lowest value for such disputed adju...
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Accounting Arbitration. RoweCom will use its best commercially reasonable efforts to cause an audit of the Company's 1998 financial statements to be completed as promptly as possible following the execution and delivery of this Agreement, and will deliver a copy of such financial statements and the related audit report to the Stockholders as soon as they are available. If the Stockholders dispute any RoweCom claim for indemnification arising out of any breach or alleged breach of Section 5.7 ("Financial Statements"), the Stockholders will notify RoweCom in writing, specifying the nature of the dispute in reasonable detail, within 30 days after they receive the later to be received of (i) written notice of such claim, and (ii) the Company's audited 1998 financial statements and related audit report. The parties will then attempt in good faith to resolve the dispute, but if they are unable to do so within 30 days after the Stockholders' dispute notice to RoweCom, then the dispute will be submitted to a mutually acceptable reputable national accounting firm that has not performed any services for any party within the then preceding three years, which as promptly as possible, but in any event within 30 days, will resolve the dispute and report the resolution to the parties. This resolution will be final, binding, and conclusive on the parties; and any resulting indemnification payment will be paid within ten days. Each of RoweCom, on the one hand, and the Stockholders, on the other, will bear one-half of the fees and expenses of the accounting arbitrator in connection with any accounting arbitration pursuant to this section.
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Accounting Arbitration. The arbitration shall be governed by the U.S. Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. The arbitration shall be held in Dallas, Texas. The Accounting Arbitrator will take such steps as he or she may deem necessary or desirable to avoid delay and to achieve a just, speedy and cost-effective resolution of the dispute. The Accounting Arbitrator will set a hearing date, which may be no earlier than thirty (30) days and no later than sixty (60) days from the date the Accounting Arbitrator receives the Accounting Submission. Each Disputing Party shall, no later than seven (7) Business Days prior to the hearing date set by the Accounting Arbitrator, submit a written brief to the Accounting Arbitrator (and a copy thereof to the other Disputing Party on the same day) with Dollar figures, calculations, and supporting documentation and information that support such Disputing Party’s position in respect of the matters set forth in the Accounting Submission. The hearing shall be conducted on a confidential basis. The Accounting Arbitrator may consider only those matters in disagreement that were set forth in the Accounting Submission and which remain in dispute and, for avoidance of doubt, the Accounting Arbitrator shall not be authorized to hear and determine any issue other than one related to the method of calculating the Revised Settlement Statement. The Accounting Arbitrator’s decision shall be based upon and be consistent with the terms and conditions of this Agreement. In deciding any matter, the Accounting Arbitrator (i) shall be bound by the provisions of this Section 2.5 and the related definitions and (ii) may not assign a value to any disputed item greater than the greatest value for such item claimed by a Disputing Party in its submission. The Accounting Arbitrator shall render its decision, which will include a written statement of its findings and conclusions, along with the Final Closing Statement reflecting such findings and conclusions, no later than thirty (30) days after the hearing date. The decision of the Accounting Arbitrator shall be (i) final and binding on the Disputing Parties and (ii) final and non-appealable for all purposes hereunder; provided that such decision may be reviewed, corrected, or set aside by a court of competent jurisdiction, but only if and to the extent that the Accounting Arbitrator is found by such court of competent...
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Related to Accounting Arbitration

  • Step 4 - Arbitration If a grievance is not satisfactorily resolved at Step 3, the Union may submit the grievance to Arbitration. If a written notice of intent to file under the Arbitration Procedure is not received by the Manager of Labor Relations (or designee) within fourteen

  • Mediation and Arbitration of Disputes An Addendum requiring the Mediation and/or the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease þ is ¨ is not attached to this Lease. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY AN BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH I RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE. WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. Executed at: San Jose, California on: October 26, 2000 Executed at: Cupertino, California on: October 26, 2000 By LESSOR: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust By LESSOR: Nextest Systems Corporation By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name Printed: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name Printed: ▇▇▇▇▇ ▇▇▇▇▇ Title: Trustee Title: CEO By: By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name Printed: Name Printed: ▇▇▇▇▇ ▇▇▇▇▇ Title: Title: CFO Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Address: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Cupertino, CA 95014 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: ( ) Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Federal ID No. Federal ID No. ▇▇-▇▇▇▇▇▇▇ (EIN)

  • CLASS-ARBITRATION WAIVER ARBITRATION IS HANDLED ON AN INDIVIDUAL BASIS. IF A DISPUTE IS ARBITRATED, YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US OR WE AGAINST YOU, OR AS A PRIVATE ATTORNEY GENERAL OR IN ANY OTHER REPRESENTATIVE CAPACITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU AND WE ALSO WAIVE ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

  • Mediation and Arbitration 27.1 The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this agreement or any breach thereof. If such dispute cannot be settled amicably, through ordinary negotiations by the parties, the dispute shall be referred to the senior representative nominated by the Managing Director or Managing Partner of each party, who will meet in good faith in order to resolve the dispute. If the dispute is not resolved as a result of such meeting, either party may, within 7 (seven) days of its conclusion, propose to the other in writing that structured negotiations be entered into with the assistance of a mediator. 27.2 If the parties are unable to agree on a mediator, or if the mediator agreed upon is unwilling or unable to act, any party may within 7 (seven) days from the date of the proposal to appoint a mediator, or within 7 (seven) days of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Africa (AFSA) to appoint a mediator. 27.3 The parties will, within 7 (seven) days of the appointment of the mediator, meet with him in order to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg. 27.4 All negotiations connected with the dispute will be conducted in complete confidentiality and the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings. 27.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once, it is signed by the duly authorised representatives, shall be final and binding on the parties. 27.6 Failing agreement, any of the parties may invite the mediator to provide a non-binding, but informative opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the terms of this agreement, without the prior written consent of all the parties. 27.7 Should the parties fail to reach agreement in the structured negotiations within 30 (thirty) days of the mediator being appointed, such a failure shall be without prejudice to the right of any party, subsequently to refer any dispute or difference to arbitration, but the parties agree that, before resorting to arbitration, the structured negotiations in accordance with this clause shall have taken place. 27.8 That arbitration shall be held – 27.8.1 with only the parties and their representatives including their legal representatives, present thereat; 27.

  • Mediation/Arbitration a. In the event of any dispute under this Agreement, the parties hereto desire to avoid litigation. Accordingly, the aggrieved party will give notice of the dispute to the other party and both parties will attempt to settle the dispute during the thirty (30) day period following such notice. If such dispute remains unsettled, the parties agree to then submit such dispute to mediation. If the parties cannot agree on a mediator, each will select a mediator and the two chosen mediators will select a third mediator who shall alone hear the dispute. Such mediation will, if possible, be conducted during the sixty (60) day period following expiration of the thirty (30) day period. If such mediation fails to resolve the dispute, the parties agree such dispute will be submitted to final and binding arbitration in accordance with the rules of the American Arbitration Association. Unless otherwise directed by the arbitrator, such arbitration must be concluded within ninety (90) days of the expiration of the sixty (60) day period previously specified for mediation. If the parties cannot agree on a single arbitrator, each will select an arbitrator, and the two chosen arbitrators will select a third arbitrator who shall alone decide the dispute. Any mediation or arbitration conducted hereunder will be conducted in Knoxville, Tennessee. The parties hereto shall equally share the costs of mediation (including the mediator’s fees and expenses and costs directly related to the conduct of the mediation, but excluding each party’s direct costs for transportation, attorneys, etc., for which each will be responsible). If any party fails to participate in mediation or arbitration after receipt of notice thereof, then each party hereto agrees that the other party shall have the right to proceed immediately to arbitration and that such other party shall be entitled to select the arbitrator in its sole discretion. Each party further agrees that, in such event, such arbitrator shall have the right to decide the dispute as if the non- participating party were participating in the arbitration and that such decision shall be final and binding upon each party hereto.