Common use of Resolution of Certain Disputes Clause in Contracts

Resolution of Certain Disputes. Any disagreement between the Parties with respect to any calculation or other determination of any payment obligation hereunder, which is not resolved by mutual agreement of the Parties, shall be resolved by a nationally recognized independent accounting firm chosen by and mutually acceptable to the Parties hereto (an “Accounting Referee”). Such Accounting Referee shall be chosen by the Parties within fifteen (15) business days from the date on which one Party serves written notice on another Party requesting the appointment of an Accounting Referee, provided that such notice specifically describes the calculations to be considered and resolved by the Accounting Referee. The Accounting Referee shall resolve any such disagreements as specified in the notice within 30 days of appointment; provided, however, that no Party shall be required to deliver any document or take any other action pursuant to this Section 6.11 if it determines that such action would result in the waiver of any legal privilege or any detriment to its business. Any resolution of an issue submitted to the Accounting Referee shall be final and binding on the Parties hereto without further recourse; provided, however, that should the Accounting Referee be unable to provide a requesting Party with an opinion (at a “more likely than not” or greater level of confidence) that its proposed resolution would be sustained under applicable law, the Parties may pursue any other remedy available in law or in equity. The Parties shall share the costs and fees of the Accounting Referee equally.