Common use of Resolution by Parties Clause in Contracts

Resolution by Parties. If a Notice of Dispute is properly given, the Parent, the Principal Shareholders and the Trustee agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If a resolution is not reached within 30 days following receipt by the Parent of a properly given Notice of Dispute, KPMG Peat Marwick LLP ("Accountants") and the Company Accountants (as defined below ) shall together choose a qualified third party firm of independent accountants ("Third Accountants") within 10 days after a Notice of Dispute is submitted to them and such Third Accountants shall resolve such dispute within 30 days after its submission to them. The Parent, the Principal Shareholders and the Trustee (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Accountants) or the Third Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.

Resolution by Parties. If a Notice of Dispute is properly --------------------- given, the Parent, the Principal Shareholders Parent and the Trustee Shareholders agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If a the Parent and the Shareholders shall not reach such resolution is not reached within 30 days following receipt by the Parent of a properly given Notice of Dispute, KPMG Peat Marwick LLP ("Accountants") and the Company Accountants (as defined below ) Company's ----------- firm of independent accountants shall together choose a qualified third party firm of independent accountants ("Third Accountants") within 10 days after a ----------------- Notice of Dispute is submitted to them and such Third Accountants shall resolve such dispute within 30 days after its submission to them. The Parent, the Principal Shareholders Parent and the Trustee Shareholders (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Accountants) or the Third Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Merger Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.

Resolution by Parties. If a Notice of Dispute is properly given, the Parent, the Principal Shareholders Parent and the Trustee Shareholders agree to negotiate in good faith and use their best efforts to resolve any disagreement with respect to the Statement of Final Per Share Amounts. If a the Parent and the Shareholders shall not reach such resolution is not reached within 30 days following receipt by the Parent of a properly given Notice of Dispute, the dispute shall be referred a national accounting firm ("Accountants") selected by Parent and the Shareholders other than KPMG Peat Marwick LLP ("AccountantsKPMG") and the Company Accountants (as defined below ) shall together choose a qualified third party firm of independent accountants ("Third Accountants") within 10 days after a Notice of Dispute is submitted to them and such Third Accountants ), who shall resolve such dispute within 30 days after its submission to them; provided, however, that if Parent and the Shareholders are unable to agree on the selection of such Accountants within 10 days following receipt of the Notice of Dispute, KPMG shall promptly select such Accountants. The Parent, the Principal Shareholders Parent and the Trustee Shareholders (if the dispute is resolved by them or the Statement of Final Per Share Amounts otherwise becomes final pursuant hereto without referral to the Accountants) or the Third Accountants (if a dispute is resolved by them) shall set forth such resolution in writing and such writing shall (i) set forth the Final Outstanding Common Stock Number, Number and the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Exchange Consideration and (ii) be final, conclusive and binding for purposes of this Agreement.