Common use of Binding Resolution Clause in Contracts

Binding Resolution. If the Parties do not reach an agreement in writing as to the Final Balance Sheet and Working Capital Statement within the timeframes specified under Section 2.04(b) then the matters disputed by the Parties shall be submitted for arbitration by a nationally-recognized accounting firm that agrees to use its best efforts to complete such arbitration within forty-five (45) days and that is reasonably acceptable to (and independent of) Seller and Purchaser (the “Accounting Firm”), which shall arbitrate the dispute and submit a written statement of its adjudication, which statement, when delivered to Seller and Purchaser, shall become final and binding upon Seller and Purchaser, and shall, together with those aspects of the proposed forms of the Closing Balance Sheet submitted by the Parties as to which no objection was made, be the “Final Balance Sheet and Working Capital Statement.” If Seller and Purchaser do not agree on the Accounting Firm after a reasonable period of time, the Accounting Firm shall be Deloitte & Touche LLP. The scope of the disputes to be resolved by the Accounting Firm shall be limited to those items set forth in the Parties’ proposed forms of Closing Balance Sheet and Closing Working Capital Statement that are in dispute. The determination of the Accounting Firm shall (i) be within the range of dispute between Purchaser and Seller, and (ii) constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereof. The fees and expenses of the Accounting Firm shall be borne equally by Seller and Purchaser.