Common use of Accounting Arbitration Clause in Contracts

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 adjustment as claimed by the Parties. The Accounting Referee shall calculate only the disputed adjustments and/or allocations, as applicable, addressed by Buyer in its written report regarding the Final Settlement Statement and/or Allocation Schedule, as applicable, that are not otherwise resolved and agreed upon in writing by Seller and Buyer after the initiation of the procedures contained in this Section 19.4(b). Each decision with respect to any disputed adjustment to the Final Settlement Statement and/or any disputed allocation set forth in the Allocation Schedule, as applicable, that is rendered by the Accounting Referee in accordance with this Section 19.4(b) shall be final, conclusive and binding on Seller and Buyer and shall be enforceable against each of the Parties in any court of competent jurisdiction. The costs and expenses of such Accounting Referee shall be borne one-half (1/2) by Buyer and one-half (1/2) by Seller. The Accounting Referee shall be authorized to resolve only the specific disputed aspects of the Final Settlement Statement and/or Allocation Schedule, as applicable, submitted by the Parties as provided above and may not award damages, interest or penalties to any Party with respect to any matter. All information exchanged and any offers, promises, counter-offers, statements, or conduct displayed, whether such be written or oral, that is presented or made in the course of arbitration under this Section 19.4(b) shall be considered confidential and may not be used publicly or in any proceeding involving the Parties.

Accounting Arbitration. (i) If the Parties are unable to mutually resolve a dispute as to the Purchase Price matters addressed in an IRR Dispute Notice, if any, within thirty (30) days Business Days after Buyer’s receipt the delivery of Seller’s proposed Final Settlement Statement and/or Allocation Schedulesuch IRR Dispute Notice, then Parties shall engage the Houston, Texas office of BDO USA LLC, or such other Person as applicablethe Parties may mutually select (such Person as selected pursuant to the foregoing, the “Accounting Arbitrator”), to resolve the matters addressed in the IRR Dispute Notice. (ii) If BDO USA LLC declines to serve as the Accounting Arbitrator, then 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 meet within two (2) Business Days after such notificationto agree on a replacement independent national accounting firm to serve as Accounting Arbitrator; provided, that if the Parties are unable to agree on an independent national accounting firm to serve as 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 Arbitrator within seven (57) Business Days after the Accounting Referee has agreed BDO USA LLC declines to serve as such or has been appointed by Accounting Arbitrator, either Party may refer the Parties or matter to the Houston, Texas office of the American Arbitration 62 Association, who shall appoint an independent national accounting firm to serve as applicableAccounting Arbitrator within five (5) Business Days after such referral. (iii) Within five (5) Business Days of the appointment of the Accounting Arbitrator (and the acceptance of such appointment by such Accounting Arbitrator), each Party shall summarize its position positions with regard to the disputed adjustments and/or allocations, as applicable, such dispute in a written document of ten (10) 20 pages or less and submit such summaries to the Accounting Referee, Arbitrator together with such IRR Dispute Notice, the Final Settlement applicable IRR 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 . (15iv) Within twenty (20) Business Days after receiving the Parties’ respective submissions, the Accounting Referee Arbitrator shall render a decision choosing either DGOC’s position or Oaktree’s position with respect to each disputed adjustment and/or allocation, as applicablematter addressed in any IRR Dispute Notice, based on the terms of materials submitted to the Agreement and the materials Accounting Arbitrator as described above. The . (v) Any decision rendered by the Accounting Referee, however, may not render a decision Arbitrator pursuant to this Section 4.4(c) with respect to any disputed adjustment and/or allocation, as applicable, matter addressed 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 adjustment as claimed by the Parties. The Accounting Referee shall calculate only the disputed adjustments and/or allocations, as applicable, addressed by Buyer in its written report regarding the Final Settlement Statement and/or Allocation Schedule, as applicable, that are not otherwise resolved and agreed upon in writing by Seller and Buyer after the initiation of the procedures contained in this Section 19.4(b). Each decision with respect to any disputed adjustment to the Final Settlement Statement and/or any disputed allocation set forth in the Allocation Schedule, as applicable, that is rendered by the Accounting Referee in accordance with this Section 19.4(b) an IRR Dispute Notice shall be final, conclusive and binding on Seller each of the Parties and Buyer and shall will be enforceable against each of the Parties in any court of competent jurisdiction. The costs and expenses of such the Accounting Referee Arbitrator shall be borne one-half (1/2) by Buyer and one-half (1/2) by Seller. The Accounting Referee shall be authorized to resolve only the specific disputed aspects of the Final Settlement Statement and/or Allocation Schedule, as applicable, submitted equally by the Parties as provided above and may not award damagesParties; provided, interest or penalties to any Party with respect to any matter. All information exchanged and any offers, promises, counter-offers, statements, or conduct displayed, whether such be written or oralhowever, that is presented or made in each Party shall bear its own legal costs and other expenses of presenting its case to the course of arbitration under this Section 19.4(b) shall be considered confidential and may not be used publicly or in any proceeding involving the PartiesAccounting Arbitrator.