Common use of Disputed Amount Clause in Contracts

Disputed Amount. The Disputed Amount shall be settled as follows: The Parties shall in good faith endeavour to resolve the Disputed Amount within ninety (90) days from the Transfer Date. If such resolution cannot be reached within such ninety (90) day period, the Disputed Amount shall be resolved by the Independent Auditor upon the written request of either Party. The Parties shall jointly instruct the Independent Auditor that he/she shall (a) act as an expert and not as an arbitrator; (b) determine the Disputed Amount on the basis of the matters described in the Calculation and the Sellers’ notice of dispute and other materials that the Parties may submit; (c) render his/her written decision, together with the reasons therefor, in English within thirty (30) days from the submission of the dispute. Each Party shall be entitled but also obliged to provide the Independent Auditor with documentation and assistance deemed necessary either by the other Party or the Independent Auditor for resolving the Disputed Amount. A copy of any written communication between one Party and the Independent Auditor shall simultaneously be provided to the other Party. Either Party may dispute the resolution of the Independent Auditor by initiating arbitral proceedings in accordance with Section 21 within fourteen (14) days from the date of receipt of the resolution of the Independent Auditor. If no arbitral proceedings have been initiated within such fourteen (14) day period, or if the Parties have accepted the resolution of the Independent Auditor in writing before the expiry of such fourteen (14) day period, the resolution of the Independent Auditor shall be deemed final and binding upon the Parties. The Independent Auditor or the arbitral tribunal, as the case may be, shall further decide on the allocation of their fees between the Parties.