Common use of Calculation Disputes Clause in Contracts

Calculation Disputes. In the case of a dispute as to the determination of the Conversion Price (including, without limitation, any disputed adjustment thereto or any dispute as to whether any issuance or sale or deemed issuance or sale, the conversion price, the trading price, the closing sale price or fair market value (as the case may be) or the calculation of the conversion price, any reduction or addition of principal balance to the Note, the Borrower or the Holder (as the case may be) shall submit the disputed determinations or calculations (as the case may be) via email or mail (i) within two Business Days after receipt of the applicable notice giving rise to such dispute to the Borrower or the Holder (as the case may be) or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower are unable to agree upon such determination or calculation within two business Days of such disputed determination or calculation (as the case may be) being submitted to the Borrower or the Holder (as the case may be), the Borrower shall, within two Business Days, submit via email (a) the disputed determination of the conversion price, trading price or other price (as the case may be) to an independent, reputable investment banks selected by the Borrower and approved by the Holder or to an independent, outside accountant selected by the Holder that is reasonable acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant (as the case may be) to perform the determinations or calculations and notify the Borrower and the Holder of the results no later than ten business days from the time it receives such disputed determinations or calculations (as the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may be) shall be binding upon all parties absent demonstrable error.

Calculation Disputes. In Notwithstanding the Arbitration Provisions, in the case of a dispute as to any arithmetic calculation under the determination of Transaction Documents, including without limitation, calculating the Outstanding Balance, Warrant Shares, Exercise Shares (as defined in the Warrant), Delivery Shares (as defined in the Warrant), Lender Conversion Price, Lender Conversion Shares (as defined in the Note), Installment Conversion Price (includingas defined in the Note), without limitation, any disputed adjustment thereto or any dispute as to whether any issuance or sale or deemed issuance or sale, the conversion price, the trading price, the closing sale price or fair market value Installment Conversion Shares (as defined in the case may be) Note), Conversion Factor (as defined in the Note), Market Price, Conversion Shares, or the calculation of the conversion price, any reduction or addition of principal balance to VWAP (as defined in the Note) (collectively, the Borrower “Calculations”), Company or the Holder Investor (as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via email or mail facsimile with confirmation of receipt (ia) within two Business (2) Trading Days after receipt of the applicable notice giving rise to such dispute to the Borrower Company or the Holder Investor (as the case may be) or (iib) if no notice gave rise to such dispute, at any time after the Holder Investor learned of the circumstances giving rise to such dispute. If the Holder Investor and the Borrower Company are unable to agree upon such determination or calculation within two business (2) Trading Days of such disputed determination or arithmetic calculation (as the case may be) being submitted to the Borrower Company or the Holder Investor (as the case may be), the Borrower then Investor shall, within two Business (2) Trading Days, submit via email (a) or facsimile the disputed determination of Calculation to Unkar Systems Inc. (“Unkar Systems”). Company shall cause Unkar Systems to perform the conversion price, trading price determinations or other price calculations (as the case may be) to an independent, reputable investment banks selected by the Borrower and approved by the Holder or to an independent, outside accountant selected by the Holder that is reasonable acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant (as the case may be) to perform the determinations or calculations and notify the Borrower Company and the Holder Investor of the results no later than ten business days (10) Trading Days from the time it receives such disputed determinations or calculations (as the case may be). Such investment bank’s or accountant’s Unkar Systems’ determination or calculation (as of the case may be) disputed Calculation shall be binding upon all parties absent demonstrable error. Unkar Systems’ fee for performing such Calculation shall be paid by the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined by Unkar Systems. In the event Company is the losing party, no extension of the Delivery Date shall be granted and Company shall incur all effects for failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents. Notwithstanding the foregoing, Investor may, in its sole discretion, designate an independent, reputable investment bank or accounting firm other than Unkar Systems to resolve any such dispute and in such event, all references to “Unkar Systems” herein will be replaced with references to such independent, reputable investment bank or accounting firm so designated by Investor.

Calculation Disputes. In the case of a dispute as to the determination of the Conversion Price (including, without limitation, any disputed adjustment thereto or any dispute as to whether any issuance or sale or deemed issuance or sale, the The conversion price, the trading price, the closing sale price or fair market value (as the case may be) or the calculation of the conversion price, any reduction or addition of principal balance to the Note, the Borrower Company or the Holder (as the case may be) shall submit the disputed determinations or calculations (as the case may be) via email or mail (i) within two Business Days after receipt of the applicable notice giving rise to such dispute to the Borrower Company or the Holder (as the case may be) or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower Company are unable to agree upon such determination or calculation within two business Days of such disputed determination or calculation (as the case may be) being submitted to the Borrower or Company of the Holder (as the case may be), the Borrower Company shall, within two Business Days, submit via email (a) the disputed determination of the conversion price, trading price or other price (as the case may be) to an independent, reputable investment banks selected by the Borrower company and approved by the Holder or to an independent, outside accountant selected by the Holder that is reasonable acceptable to the BorrowerCompany. The Borrower company shall cause at its expense the investment bank or the accountant (as the case may be) to perform the determinations or calculations and notify the Borrower Company and the Holder of the results no later than ten business days from the time it receives such disputed determinations or calculations (as the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may be) shall be binding upon all parties absent demonstrable error.

Calculation Disputes. In Notwithstanding the Arbitration Provisions, in the case of a dispute as to any arithmetic calculation under the determination of Transaction Documents, including without limitation, calculating the Outstanding Balance, Warrant Shares, Exercise Shares (as defined in the Warrant), Delivery Shares (as defined in the Warrant) Lender Conversion Price, Lender Conversion Shares (as defined in the Note) to be delivered, Installment Conversion Price (including, without limitation, any disputed adjustment thereto or any dispute as to whether any issuance or sale or deemed issuance or sale, the conversion price, the trading price, the closing sale price or fair market value (as the case may be) or the calculation of the conversion price, any reduction or addition of principal balance defined in and determined pursuant to the Note), Installment Conversion Shares (as defined in the Borrower Note) to be delivered, Market Price, Conversion Shares, or the Holder VWAP (as defined in the Note) (collectively, “Calculations”), Company or Investor (as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile or email or mail with confirmation of receipt (ia) within two Business (2) Trading Days after receipt of the applicable notice giving rise to such dispute to the Borrower Company or the Holder Investor (as the case may be) or (iib) if no notice gave rise to such dispute, at any time after the Holder Investor learned of the circumstances giving rise to such dispute. If the Holder Investor and the Borrower Company are unable to agree upon such determination or calculation within two business (2) Trading Days of such disputed determination or arithmetic calculation (as the case may be) being submitted to the Borrower Company or the Holder Investor (as the case may be), the Borrower then Investor shall, within two Business (2) Trading Days, submit via email (a) facsimile the disputed determination of Calculation to an independent, reputable investment bank or accounting firm selected by Investor. Company shall cause the conversion price, trading price investment bank or other price accounting firm to perform the determinations or calculations (as the case may be) to an independent, reputable investment banks selected by the Borrower and approved by the Holder or to an independent, outside accountant selected by the Holder that is reasonable acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant (as the case may be) to perform the determinations or calculations and notify the Borrower Company and the Holder Investor of the results no later than ten business days (10) Trading Days from the time it receives such disputed determinations or calculations (as the case may be). Such investment bank’s or accountantaccounting firm’s determination or calculation (as of the case may be) disputed Calculation shall be binding upon all parties absent demonstrable error. The investment banker’s or accounting firm’s fee for performing such Calculation shall be paid by the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined by the investment banker or accounting firm. In the event Company is the losing party, no extension of the Delivery Date shall be granted and Company shall incur all effects for failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents.

Calculation Disputes. In the case of a dispute as to the determination of the Conversion Price (including, without limitation, any disputed adjustment thereto or any dispute as to whether any issuance or sale or deemed issuance or sale, the conversion pricethereto), the trading price, the closing sale price or fair market value (as the case may be) or the calculation of the conversion price), any reduction or addition of principal balance to the Note, the Borrower or the Holder (as the case may be) shall submit the disputed determinations or calculations (as the case may be) via email or mail (i) within two Business Days after receipt of the applicable notice giving rise to such dispute to the Borrower or the Holder (as the case may be) or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower are unable to agree upon such determination or calculation within two business Days of such disputed determination or calculation (as the case may be) being submitted to the Borrower or the Holder (as the case may be), the Borrower shall, within two Business Days, submit via email (a) the disputed determination of the conversion price, trading price or other price (as the case may be) to an independent, reputable investment banks bank selected by the Borrower and approved by the Holder or to an independent, outside accountant selected by the Holder that is reasonable acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant (as the case may be) to perform the determinations or calculations and notify the Borrower and the Holder of the results no later than ten business days from the time it receives such disputed determinations or calculations (as the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may be) shall be binding upon all parties absent demonstrable error.