Resolution of Disputed Items Sample Clauses
The 'Resolution of Disputed Items' clause establishes the process for addressing and settling disagreements between parties regarding specific items or issues under a contract. Typically, this clause outlines the steps each party must take to notify the other of a dispute, the timeframe for responding, and the methods for resolving the disagreement, such as negotiation, mediation, or escalation to higher management. Its core practical function is to provide a clear, structured mechanism for resolving conflicts efficiently, thereby minimizing disruption to the contractual relationship and reducing the risk of prolonged disputes.
Resolution of Disputed Items. After the completion and delivery of the Final Settlement Statement, the parties shall negotiate in good faith to attempt to reach agreement on the amount due with respect to any disputed items in the Final Settlement Statement. If the parties agree on the amount due with respect to any disputed items, and a payment adjustment is required, the party owing payment will pay the other party within 10 days after the parties reach agreement. If the parties are unable to agree on the amount due with respect to any disputed items within 60 days after the preparer of the Final Settlement Statement receives the recipient’s written exceptions to the Final Settlement Statement, then the parties will attempt to resolve their disagreement with respect to the disputed items pursuant to the dispute resolution procedure set forth in Section 11.3.
Resolution of Disputed Items. After the completion and delivery of the Final Settlement Statement, the parties shall negotiate in good faith to attempt to reach agreement on the amount due with respect to any disputed items in the Final Settlement Statement. If the parties agree on the amount due with respect to any disputed items, and a payment adjustment is required, the party owing payment will pay the other party within ten (10) days after the parties reach agreement. If the parties are unable to agree on the amount due with respect to any disputed items within thirty (30) days after Seller receives Buyer’s written exceptions to the Final Settlement Statement, then the disputed items shall be exclusively and finally resolved by arbitration to be conducted in Fort Worth, Texas, by a nationally-recognized independent accounting firm selected by: (i) mutual agreement of Buyer and Seller; or (ii) absent such agreement, by the Dallas office of the American Arbitration Association (the “Accounting Consultant”). The Accounting Consultant shall not have been engaged to provide substantial work by any party or its Affiliates within the five (5) year period preceding the arbitration. The Accounting Consultant, once appointed, shall have no ex parte communications with any of the parties concerning the determination required hereunder. All communications between any party or its Affiliates and the Accounting Consultant shall be conducted in writing, with copies sent simultaneously to the other party in the same manner, or at a meeting or conference call to which the representatives of both parties have been invited and of which such parties have been provided at least five (5) days’ notice. Within ten (10) days of appointment of the Accounting Consultant, each of Seller and Buyer shall present the Accounting Consultant with its position with respect to the disputed items, and all other supporting information that it desires, with a copy to the other party. The Accounting Consultant shall also be provided with a copy of this Agreement. Within thirty (30) days after receipt of such materials and after receipt of any additional information required by the Accounting Consultant, the Accounting Consultant shall make its determination, which shall be in accordance with the terms of this Agreement and shall be within the disputed range, and such determination shall be final and binding upon the parties, without right of appeal, absent manifest error. The Accounting Consultant may not award damages, ...
Resolution of Disputed Items. If a notice of disagreement shall be duly delivered pursuant to Section 8.4(q), the Partners shall, during the thirty (30) days following such delivery, use their best efforts to reach agreement on the disputed items or amounts. If during such period, the Partners are unable to reach such agreement, they shall promptly jointly retain a nationally recognized accounting firm that is not the principal independent accountant of the Partnership, the Ultimate Parent of either set of Related Partners (the “Accounting Referee”) to resolve the disputed items or amounts. In making its calculations, the Accounting Referee shall consider only those items or amounts as to which the Partners have disagreed and, with respect to each item or amount, shall select a number within the range of the dispute between the Partners. The Accounting Referee shall deliver to the Partners, as promptly as practicable (but, in any event, within thirty (30) days after submission of the dispute to it), a report setting forth its resolution of the disputed items. Such report shall be final and binding upon the Partners. The costs of the Accounting Referee shall be shared equally by the Triggering Partners and the Non-Triggering Partners. The General Manager will, and will cause the Partnership’s independent accountants to, cooperate and assist the Partners in conducting their review of the calculations of the Working Capital Amounts referred to herein, including without limitation, making available to the extent necessary any books, records, work papers and personnel (it being understood that if the process of finally determining the Working Capital Amounts continues after the Dissolution Date, the Partners thereafter will also provide each other such cooperation and assistance).
Resolution of Disputed Items. After the completion and delivery of the Final Settlement Statement, the parties shall negotiate in good faith to attempt to reach agreement on the amount due with respect to any disputed items in the Final Settlement Statement. If the parties agree on the amount due with respect to any disputed items, and a payment adjustment is required, the party owing payment will pay the other party within 10 days after the parties reach agreement. If the parties are unable to agree on the amount due with respect to any disputed items within 60 days after KMG receives W&T’s written exceptions to the Final Settlement Statement, then the disputed items will be submitted to a mutually agreed upon independent expert (“Accounting Referee”). The costs and expenses of the Accounting Referee shall be shared equally by W&T and KMG. Within 10 days after a decision of the Accounting Referee, W&T and KMG, as the case may be, shall promptly make a cash payment to the other equal to the sum as may be found by the Accounting Referee.
Resolution of Disputed Items. After the completion and delivery of the Final Settlement Statement, the Parties agree to negotiate in good faith to attempt to reach agreement on the amount due with respect to any disputed items in the Final Settlement Statement. If the Parties agree on the amount due with respect to any disputed items, and a payment adjustment is required, the Party owing payment will pay the other Party within ten (10) days after the Parties reach agreement. If the Parties are unable to agree on the amount due with respect to any disputed items within sixty (60) days after Seller receives Buyer=s written exceptions to the Final Settlement Statement, then (i) the Parties will attempt to resolve their disagreement with respect to the disputed items by mediation, as provided in Section 11.14 hereof, and (ii) if the Parties are unable to resolve their disagreement over the disputed items by mediation, either Party may seek a judicial determination of the amount actually due in connection with the disputed items.
Resolution of Disputed Items. (a) If a notice complying with the provisions of the clause headed “Notification of Disputed Items” is received by the Providing Party, the parties shall use their best endeavours to agree in writing the item or items disputed by the Receiving Party. If such item or items are not agreed in writing between the parties within 20 Business Days following the delivery of such notice the item or items in dispute shall be determined by the Independent Accountants in accordance with the clause headed “Independent Accountants”.
(b) The Draft Deferred Consideration Statement adjusted to reflect the item or items as agreed between the parties in writing or as determined by the Independent Accountants shall constitute the Deferred Consideration Statement for the purposes of this agreement and shall be binding on the parties. The EBITA as determined in the Deferred Consideration Statement shall be utilised to determine the Deferred Consideration.
Resolution of Disputed Items. The Parties shall endeavor to resolve in good faith any disagreement with respect to the Completion Accounts and the Certificate within ten (10) Business Days after Purchaser’s receipt of the Objection Notice. If the Sellers’ Agents and the Purchaser do not reach an agreement on the Completion Accounts and on the amounts of the Working Capital, the Net Debt, the Purchase Price and the Purchase Price Adjustments within the period referred to above, then the Disputed Items (and only the Disputed Items) shall be referred, on the application of the most diligent Party between the Purchaser and the Sellers’ Agents, for determination by an Accounting Firm. If such Accounting Firm (or any of its successors) appointed in accordance with the procedure set out hereafter refuses, or is unable to carry out its assignment hereunder, then the Purchaser and the Sellers’ Agents shall use all reasonable endeavors to agree on the appointment of another independent firm of internationally recognized chartered accountants. Failing an agreement between the Purchaser and the Sellers’ Agent on such designation within ten (10) Business Days, any of them may request the President of the Commercial Court of Paris ruling under summary proceedings (statuant en référé) to appoint an independent firm of internationally recognized chartered accountants. The Accounting Firm referred to above or its successors appointed in accordance with the procedure set out above shall be referred to herein as the “Expert”.
Resolution of Disputed Items. Promptly after the delivery of a Notice of Disagreement, Purchaser and Parent, and, at the option of each of Purchaser and Parent, representatives from their respective principal accounting firms (Deloitte & Touche (“D&T”) on behalf of Seller and BDO ▇▇▇▇▇▇▇ LLP (“BDO”) on behalf of Purchaser, shall endeavor in good faith to resolve all Disputed Items. If Purchaser and Parent are unable to resolve all Disputed Items within thirty (30) days after receipt by Purchaser of the Notice of Disagreement, then D&T and BDO shall together, within ten (10) business days thereafter, appoint a representative of an independent, internationally-recognized accounting firm (other than D&T and BDO) located in New York City (the “Independent Auditor”) to resolve all remaining Disputed Items and deliver a notice to the Independent Auditor of all items remaining in dispute (the “Independent Auditor Notice”). Purchaser and Parent will be deemed to have agreed with all items and amounts contained in the Closing Date Statement other than the Disputed Items described in the Independent Auditor Notice, and the Independent Auditor shall not be authorized to consider any adjustments to any of the items in the Closing Date Statement other than the Disputed Items described in the Independent Auditor Notice. Within twenty (20) days after the selection of the Independent Auditor, Parent and Purchaser shall present to the Independent Auditor their respective positions with respect to any and all unresolved Disputed Items, including such materials as the Independent Auditor may request. The Independent Auditor shall, within ninety (90) days after the submission of the evidentiary materials, submit its written decision on each Disputed Item to Parent and Purchaser. Any determination by the Independent Auditor with respect to any Disputed Item shall be final, binding and conclusive on each party to this Agreement. Each of Seller and Purchaser shall bear fifty percent (50%) of the Independent Auditor’s fees and expenses.
Resolution of Disputed Items. (a) If a notice complying with the provisions of the clause headed “Notification of Disputed Items” is received by the Purchaser, the parties shall use their best endeavours to agree in writing the item or items disputed by the Seller. If such item or items are not agreed in writing between the parties within 20 Business Days following the delivery of such notice the item or items in dispute shall be determined by the Independent Accountants in accordance with the clause headed “Independent Accountants”.
(b) The Draft Completion Accounts adjusted to reflect the item or items as agreed between the parties in writing or as determined by the Independent Accountants shall constitute the Completion Accounts for the purposes of this agreement. The Net Asset Value, Debt, NCLs and Cash as determined by reference to the Completion Balance Sheet shall be utilised to determine the Purchase Price (other than the Deferred Consideration).