Common use of Disagreements Clause in Contracts

Disagreements. The Companies desire that collaboration will continue among them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Tax Advisor Dispute”) between any member of the UTC Group and any member of any SpinCo Group (or between any member of the Carrier Group and any member of the Otis Group) as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, representatives of the Tax departments of the relevant Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the Tax Advisor Dispute, then such Tax Advisor Dispute shall be resolved pursuant to the procedures set forth in Article VII of the Separation and Distribution Agreement; provided, that each of the mediators or arbitrators selected in accordance with Article VII of the Separation and Distribution Agreement must be Tax Advisors. Nothing in this Section 14 will prevent any Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in Article VII of the Separation and Distribution Agreement could result in serious and irreparable injury to such Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, UTC, Carrier, and Otis are the only members of their respective Groups entitled to commence a dispute resolution procedure under this Agreement, and each of UTC, Carrier, and Otis will cause its respective Group members not to commence any dispute resolution procedure other than through such Party as provided in this Section 14.

Disagreements. The Companies desire that collaboration will continue among them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. (a) In furtherance thereof, in the event it disagrees with any Monthly Statement, Recipient shall give Service Provider written notice thereof (the “Notice of any dispute or disagreement (a “Tax Advisor DisputeDisagreement”) between any member of the UTC Group and any member of any SpinCo Group (or between any member of the Carrier Group and any member of the Otis Group) as to any of the interpretation Monthly Statements or amounts set forth therein. The Notice of Disagreement shall specify in reasonable detail the nature and amount of any provision disagreement so asserted. If a timely Notice of Disagreement is received by Service Provider, then the Monthly Statement(s) (as revised in accordance with clause (x) or (y) below), as the case may be, shall become final and binding upon the Parties on the earlier of (x) the date the Parties hereto resolve any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters in dispute are resolved by an accounting firm (in accordance with the procedure set forth in this Section 4.03) selected by Service Provider and Recipient in writing or, if the Parties are unable to agree, an independent accounting firm selected by Service Provider’s and Recipient’s independent accounting firms (such firm, the “Accounting Firm”). (b) Recipient and Service Provider acknowledge and agree that, so long as both Parties are in compliance with the provisions of this Section 4.03, Sections 9.05 and 9.07 of the Separation Agreement and the provisions of Article VI of this Agreement or shall not apply to any dispute described in this Section 4.03. During the performance of obligations hereunder, representatives 30-day period immediately following the delivery of the Tax departments Notice of the relevant Companies Disagreement, Service Provider and Recipient shall negotiate seek in good faith to resolve in writing any differences they may have with respect to any matter specified in the Tax Advisor DisputeNotice of Disagreement. If At the end of such good faith negotiations do not resolve 30-day period, Service Provider and Recipient shall submit for review and resolution by the Tax Advisor DisputeAccounting Firm any and all matters which remain in dispute and which were included in the Notice of Disagreement, then and the Accounting Firm shall make a final determination of the amounts set forth on the Monthly Statement(s) and shall use such Tax Advisor Dispute determination to prepare the revised Monthly Statement(s), which determination shall be resolved pursuant to binding on the procedures set forth in Article VII Parties, it being understood that any such values shall be only within the range of the Separation amounts proposed by Recipient and Distribution AgreementService Provider; provided, however, the scope of such determination by the Accounting Firm shall be limited to: (i) those matters that remain in dispute and that were included in the Notice of Disagreement, (ii) whether, for each of calculation on the mediators or arbitrators selected Monthly Statement(s), such calculation was prepared in accordance with Article VII of the Separation and Distribution Agreement must be Tax Advisors. Nothing in this Section 14 will prevent any Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in Article VII of the Separation and Distribution Agreement could result in serious and irreparable injury to such Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, UTC, Carrier, and Otis are the only members of their respective Groups entitled to commence a dispute resolution procedure under this Agreement, and each of UTC, Carrier(iii) whether there were mathematical errors in the Monthly Statement(s), and Otis will cause its respective Group members the Accounting Firm is not authorized or permitted to commence make any dispute resolution procedure other determination. Without limiting the generality of the foregoing, the Accounting Firm is not authorized or permitted to make any determination as to compliance by Service Provider with any of the covenants in this Agreement or any Transaction Agreement (other than through such Party as provided in this Section 144.03). (c) Any revised Monthly Statement(s) shall become final and binding on Recipient and Service Provider on the date the Accounting Firm delivers such revised Monthly Statement(s) to the Parties. If the amount shown on any such revised Monthly Statement(s) indicates that a Party has overpaid or underpaid the other Party for the applicable period, then the applicable Party shall promptly reimburse such overpaid or underpaid amount, or, in the case of an overpayment, receive a credit against future amounts owing by such overpaying Party, at such Party’s option. The fees and expenses of the Accounting Firm pursuant to this Section 4.03 with respect to any Monthly Statement shall be paid by Recipient unless the amount shown on any Monthly Statement exceeds the amount paid pursuant to such Monthly Statement by 5%, in which case Service Provider will pay the reasonable fees and expenses of the Accounting Firm.

Disagreements. The Companies desire that collaboration will continue among them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Tax Advisor Dispute”) between any member of the UTC Group and any member of any SpinCo Group (or between any member of the Carrier New IAC Group and any member of the Otis Group) New Match Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, representatives of the Tax departments of the relevant Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the Tax Advisor Dispute, then such Tax Advisor Dispute shall be resolved pursuant to the procedures set forth in Article VII XII of the Separation and Distribution Transaction Agreement; provided, that each of the mediators or arbitrators selected in accordance with Article VII XII of the Separation and Distribution Transaction Agreement must be Tax Advisors. Nothing in this Section 14 will prevent any either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in Article VII XII of the Separation and Distribution Transaction Agreement could result in serious and irreparable injury to such Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Transaction Agreement or any Ancillary Agreement, UTC, Carrier, New IAC and Otis IAC are the only members of their respective Groups (including, for this purpose, the members of the New Match Group) entitled to commence a dispute resolution procedure under this Agreement, and each of UTC, Carrier, New IAC and Otis IAC will cause its respective Group members (including, for this purpose, the members of the New Match Group) not to commence any dispute resolution procedure other than through such Party as provided in this Section 14.

Disagreements. The Companies mutually desire that friendly collaboration will continue among between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith an amicable manner all disputes and disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Tax Advisor Dispute”) between any member of the UTC Group and any member of any SpinCo Group (or between any member of the Carrier Parent Group and any member of the Otis Group) SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, representatives of the Tax departments of the relevant Companies shall negotiate in good faith to resolve the such Tax Advisor Dispute. If such good faith negotiations do not resolve the such Tax Advisor Dispute, then such Tax Advisor Dispute the matter shall be resolved pursuant to the procedures set forth in Article VII of the Separation Agreement and Distribution such Tax Dispute shall be treated as a dispute not resolved pursuant to Section 7.1 of the Separation Agreement; , provided, however, that upon the request of either Company, the mutually agreeable mediator selected pursuant to Section 7.2 and the arbitrator selected by each of the mediators parties pursuant to Section 7.3(b) shall be a recognized tax professional, such as a United States tax counsel or arbitrators selected in accordance with Article VII accountant of the Separation and Distribution Agreement must be Tax Advisorsrecognized national standing. Nothing in this Section 14 16 will prevent any either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in Article VII of the Separation and Distribution Agreement could result in serious and irreparable injury to such either Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, UTC, Carrier, Parent and Otis SpinCo are the only members of their respective Groups Group entitled to commence a dispute resolution procedure under this Agreement, and each of UTC, Carrier, Parent and Otis SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such Party party as provided in this Section 1416.

Disagreements. The Companies Post and Ralcorp mutually desire that friendly collaboration will continue among between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith an amicable manner all disagreements regarding and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Tax Advisor Dispute”) between any member of the UTC Group and any member of any SpinCo Group (or between any member of the Carrier Ralcorp Group and any member of the Otis Group) Post Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, representatives of the Tax departments of the relevant Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the Tax Advisor Dispute, then such Tax Advisor Dispute the matter shall be resolved pursuant to the procedures set forth in Article VII XII of the Separation and Distribution Agreement; , provided, however, that upon the request of either Company, the arbitrator selected by each of the mediators or arbitrators selected in accordance with Article VII parties pursuant to Section 12.04 of the Separation and Distribution Agreement must shall be Tax Advisorsa recognized tax professional, such as a United States tax counsel or accountant of recognized national standing. Nothing in this Section 14 will prevent any either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in Article VII XII of the Separation and Distribution Agreement could result in serious and irreparable injury to such either Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary AgreementTransaction Agreements, UTC, Carrier, Ralcorp and Otis Post are the only members of their respective Groups Group entitled to commence a dispute resolution procedure under this Agreement, and each of UTC, Carrier, Ralcorp and Otis Post will cause its respective Group members not to commence any dispute resolution procedure other than through such Party party as provided in this Section 14.

Disagreements. The Companies desire that collaboration will continue among between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Tax Advisor Dispute”) between any member of the UTC Group and any member of any SpinCo Group (or between any member of the Carrier Encompass Group and any member of the Otis Group) Enhabit Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, representatives of the Tax departments of the relevant Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good good-faith negotiations do not resolve the Tax Advisor Dispute, then such Tax Advisor Dispute shall be resolved pursuant to the procedures set forth in Article VII Section 7.3 of the Separation and Distribution AgreementAgreement (treating thirty (30) days from the receipt of a CEO Negotiation Request as having expired); provided, that each of the mediators or arbitrators any arbitrator selected in accordance with Article VII Section 7.3 of the Separation and Distribution Agreement must be a Tax AdvisorsAdvisor. Nothing in this Section 14 will prevent any either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in Article VII Section 7.3 of the Separation and Distribution Agreement could result in serious and irreparable injury to such Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, UTC, Carrier, Encompass and Otis Enhabit are the only members of their respective Groups entitled to commence a dispute resolution procedure under this Agreement, and each of UTC, Carrier, Encompass and Otis Enhabit will cause its respective Group members not to commence any dispute resolution procedure other than through such Party as provided in this Section 14.

Disagreements. The Companies mutually desire that friendly collaboration will continue among between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith an amicable manner all disagreements regarding and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Tax Advisor Dispute”) between any member of the UTC Group and any member of any SpinCo Group (or between any member of the Carrier Distributing Group and any member of the Otis Group) SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, representatives of the Tax departments of the relevant Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the Tax Advisor DisputeDispute within thirty (30) days after the initial written notice of the Tax Dispute (or such longer period that the parties hereto agree to), then such Tax Advisor Dispute the matter shall be resolved pursuant to the procedures set forth in Article VII IX of the Separation and Distribution Agreement; , provided, however, that upon the request of either Company, the arbitrator selected by each of the mediators parties pursuant to Article IX shall be a recognized tax professional, such as a United States tax counsel or arbitrators selected in accordance with Article VII accountant of the Separation and Distribution Agreement must be Tax Advisorsrecognized national standing. Nothing in this Section 14 will prevent any either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in Article VII IX of the Separation and Distribution Agreement could result in serious and irreparable injury to such either Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, UTC, Carrier, Distributing and Otis SpinCo are the only members of their respective Groups Group entitled to commence a dispute resolution procedure under this Agreement, and each of UTC, Carrier, Distributing and Otis SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such Party party as provided in this Section 14.

Disagreements. The Companies mutually desire that friendly collaboration will continue among between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith an amicable manner all disagreements regarding and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Tax Advisor Dispute”) between any member of the UTC Group and any member of any SpinCo Group (or between any member of the Carrier Agilent Group and any member of the Otis Group) Keysight Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, representatives of the Tax departments of the relevant Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the Tax Advisor DisputeDispute within thirty (30) days after the initial written notice of the Tax Dispute (or such longer period that the parties hereto agree to), then such Tax Advisor Dispute the matter shall be resolved pursuant to the procedures set forth in Article VII of the Separation and Distribution Agreement; , provided, however, that each upon the request of either Company, the mediators or arbitrators mediator selected in accordance with by the parties pursuant to Article VII shall be a recognized tax professional, such as a United States tax counsel or accountant of the Separation and Distribution Agreement must be Tax Advisorsrecognized national standing. Nothing in this Section 14 will prevent any either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in Article VII of the Separation and Distribution Agreement could result in serious and irreparable injury to such either Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, UTC, Carrier, Agilent and Otis Keysight are the only members of their respective Groups Group entitled to commence a dispute resolution procedure under this Agreement, and each of UTC, Carrier, Agilent and Otis Keysight will cause its respective Group members not to commence any dispute resolution procedure other than through such Party party as provided in this Section 14.

Disagreements. The Companies desire that collaboration will continue among between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Tax Advisor Dispute”) between any member of the UTC Group and any member of any SpinCo Group (or between any member of the Carrier XPO Group and any member of the Otis Group) SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, representatives of the Tax departments of the relevant Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the Tax Advisor Dispute, then such Tax Advisor Dispute shall be resolved pursuant to the procedures set forth in Article VII of the Separation and Distribution Agreement; provided, that each of the mediators or arbitrators selected in accordance with Article VII of the Separation and Distribution Agreement must be Tax Advisors. Nothing in this Section 14 will prevent any either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in Article VII of the Separation and Distribution Agreement could result in serious and irreparable injury to such Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, UTC, Carrier, XPO and Otis SpinCo are the only members of their respective Groups entitled to commence a dispute resolution procedure under this Agreement, Agreement and each of UTC, Carrier, XPO and Otis SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such Party as provided in this Section 14.

Disagreements. The Companies desire that collaboration will continue among between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Tax Advisor Dispute”) between any member of the UTC Group and any member of any SpinCo Group (or between any member of the Carrier XPO Group and any member of the Otis Group) SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, representatives of the Tax departments of the relevant Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the Tax Advisor Dispute, then such Tax Advisor Dispute shall be resolved pursuant to the procedures set forth in Article VII of the Separation and Distribution Agreement; provided, that each of the mediators or arbitrators selected in accordance with Article VII of the Separation and Distribution Agreement must be Tax Advisors. Nothing in this Section 14 will prevent any either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in Article VII of the Separation and Distribution Agreement could result in serious and irreparable injury to such Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, UTC, Carrier, XPO and Otis SpinCo are the only members of their respective Groups entitled to commence a dispute resolution procedure under this Agreement, and each of UTC, Carrier, XPO and Otis SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such Party as provided in this Section 14.

Disagreements. The Companies mutually desire that friendly collaboration will continue among between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith an amicable manner all disagreements regarding and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Tax Advisor Dispute”) between any member of the UTC Group and any member of any SpinCo Group (or between any member of the Carrier Distributing Group and any member of the Otis Group) SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, representatives of the Tax departments of the relevant Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the Tax Advisor Dispute, then such Tax Advisor Dispute the matter shall be resolved pursuant to the procedures set forth in Article VII IX of the Master Separation and Distribution Agreement and such Tax Dispute shall be treated as a dispute not resolved in the normal course of business at the operational level for purposes of Section 9.2 of the Master Separation and Distribution Agreement; , provided, however, that upon the request of either Company, the mutually agreeable mediator selected pursuant to Section 9.3(ii) and the arbitrator selected by each of the mediators parties pursuant to Section 9.4(b) shall be a recognized tax professional, such as a United States tax counsel or arbitrators selected in accordance with Article VII accountant of the Separation and Distribution Agreement must be Tax Advisorsrecognized national standing. Nothing in this Section 14 will prevent any either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in Article VII IX of the Master Separation and Distribution Agreement could result in serious and irreparable injury to such either Company. Notwithstanding anything to the contrary in this Agreement, the Master Separation and Distribution Agreement or any Ancillary Agreement, UTC, Carrier, Distributing and Otis SpinCo are the only members of their respective Groups Group entitled to commence a dispute resolution procedure under this Agreement, and each of UTC, Carrier, Distributing and Otis SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such Party party as provided in this Section 14.

Disagreements. The Companies desire that collaboration will continue among between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Tax Advisor Dispute”) between any member of the UTC Group and any member of any SpinCo Group (or between any member of the Carrier IAC Group and any member of the Otis Group) SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, representatives of the Tax departments of the relevant Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the Tax Advisor Dispute, then such Tax Advisor Dispute shall be resolved pursuant to the procedures set forth in Article VII of the Separation and Distribution Agreement; provided, that each of the mediators or arbitrators any arbitrator selected in accordance with Article VII of the Separation and Distribution Agreement must be a Tax AdvisorsAdvisor. Nothing in this Section 14 will prevent any either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in Article VII of the Separation and Distribution Agreement could result in serious and irreparable injury to such Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, UTC, Carrier, IAC and Otis SpinCo are the only members of their respective Groups entitled to commence a dispute resolution procedure under this Agreement, and each of UTC, Carrier, IAC and Otis SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such Party as provided in this Section 14.