Common use of Resolution of Objections Clause in Contracts

Resolution of Objections. Any dispute concerning any portion or amount of the Closing Balance Sheet, the Closing Net Working Capital, the Purchased Cash, the Final Indebtedness Amount, the Base Purchase Price and the Price Adjustment Amount which cannot be resolved by the Parties within 30 days after J&J’s receipt of Parent’s timely written objection given under subsection (h) above will be submitted for determination to a nationally recognized independent accounting firm as is mutually acceptable to Buyer and Parent and provides reasonable assurances of limiting the members of such project to those who have not previously been engaged by Bu▇▇▇, Parent or their respective affiliates (the “Arbiter”) for resolution of the disputed items and final determination of the Closing Net Working Capital, the Purchased Cash, the Final Indebtedness Amount, the Base Purchase Price and the Price Adjustment Amount. The Parties will require the Arbiter to assign the matter to a certified public accountant with experience in mergers and acquisitions involving the distributed gaming industry. Prior to referring the matter to the Arbiter, the Parties shall agree on the procedures to be followed by the Arbiter, including procedures with regard to the presentation of evidence. If the Parties are unable to agree upon procedures prior to referral of the dispute to the Arbiter, the Arbiter shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either J&J or Parent. J&▇, Pa▇▇▇▇ ▇nd their respective representatives will each furnish to the Arbiter such work papers, schedules and other documents relating to the unresolved disputed issues as the Arbiter may reasonably request. The Arbiter shall be directed to render a written report on the unresolved disputed issues with respect to the Closing Statement, Closing Balance Sheet, the Closing Net Working Capital, the Purchased Cash, the Final Indebtedness Amount, the Base Purchase Price and the Price Adjustment Amount as promptly as practicable, and to resolve only those issues in dispute. The determination by the Arbiter shall be based solely upon the applicable provisions of this Agreement and on presentations by J&J, on the one hand, and Parent, on the other hand, and shall not involve independent review. Any determination of the Price Adjustment Amount by the Arbiter shall not be outside the range defined by the respective amounts in the Closing Statement proposed by J&J and Pa▇▇▇▇’s proposed adjustments thereto, and the Arbiter’s determination shall be final and binding upon the Parties, absent fraud. Each of J&J, on the one hand, and Seller and Parent, jointly and severally, on the other hand, shall bear that percentage of the fees and expenses of the Arbiter (i) equal to the proportion of the dollar value of the unresolved disputed issues determined in favor of the other Party or (ii) as otherwise determined by the Arbiter, absent fraud. Each Party to any such arbitration proceeding shall be responsible for its own counsel fees and other expenses in connection with the arbitration. Notwithstanding the foregoing, prior to the commencement of any arbitration proceeding under this Section 2.7(i), the Parties shall, upon the request of any Party, attempt in good faith to resolve such dispute, controversy or Claim through non-binding mediation with a single mediator from the Arbiter firm who is a certified public accountant with experience in mergers and acquisitions involving the distributed gaming industry (the “Mediator”). No Party shall be obligated to continue to participate in such mediation if the underlying disputes, controversies or Claims have not been fully resolved after two days of mediation. Each of J&J, on one hand, and Seller and Parent, jointly and severally on the other hand, shall split equally the fees and expenses of the Mediator. Each Party to any such mediation proceeding shall be responsible for its own counsel fees and other expenses in connection with the mediation.

Resolution of Objections. Any dispute concerning any portion or amount of the Closing Balance Sheet, the Closing Net Working Capital, the Purchased Cash, the Final Indebtedness Amount, the Base Purchase Price and the Price Adjustment Amount which cannot be resolved by the Parties within 30 days after J&J’s receipt of Parent’s timely written objection given under subsection (h) above will be submitted for determination to a nationally recognized independent accounting firm as is mutually acceptable to Buyer and Parent and provides reasonable assurances of limiting the members of such project to those who have not previously been engaged by Bu▇▇▇▇▇, Parent or their respective affiliates (the “Arbiter”) for resolution of the disputed items and final determination of the Closing Net Working Capital, the Purchased Cash, the Final Indebtedness Amount, the Base Purchase Price Amount and the Price Adjustment Amount. The Parties will require the Arbiter to assign the matter to a certified public accountant with experience in mergers and acquisitions involving the distributed gaming industry. Prior to referring the matter to the Arbiter, the Parties shall agree on the procedures to be followed by the Arbiter, including procedures with regard to the presentation of evidence. If the Parties are unable to agree upon procedures prior to referral of the dispute to the Arbiter, the Arbiter shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either J&J or Parent. J&J&J, ▇, Pa▇▇▇▇▇ ▇nd and their respective representatives will each furnish to the Arbiter such work papers, schedules and other documents relating to the unresolved disputed issues as the Arbiter may reasonably request. The Arbiter shall be directed to render a written report on the unresolved disputed issues with respect to the Closing Statement, Closing Balance Sheet, the Closing Net Working Capital, the Purchased Cash, the Final Indebtedness Amount, the Base Purchase Price and the Price Adjustment Amount as promptly as practicable, and to resolve only those issues in dispute. The determination by the Arbiter shall be based solely upon the applicable provisions of this Agreement and on presentations by J&J, on the one hand, and Parent, on the other hand, and shall not involve independent review. Any determination of the Price Adjustment Amount by the Arbiter shall not be outside the range defined by the respective amounts in the Closing Statement proposed by J&J and Pa▇▇▇▇▇▇’s proposed adjustments thereto, and the Arbiter’s determination shall be final and binding upon the Parties, absent fraud. Each of J&J, on the one hand, and Seller and Parent, jointly and severally, on the other hand, shall bear that percentage of the fees and expenses of the Arbiter (i) equal to the proportion of the dollar value of the unresolved disputed issues determined in favor of the other Party or (ii) as otherwise determined by the Arbiter, absent fraud. Each Party to any such arbitration proceeding shall be responsible for its own counsel fees and other expenses in connection with the arbitration. Notwithstanding the foregoing, prior to the commencement of any arbitration proceeding under this Section 2.7(i), the Parties shall, upon the request of any Party, attempt in good faith to resolve such dispute, controversy or Claim through non-binding mediation with a single mediator from the Arbiter firm who is a certified public accountant with experience in mergers and acquisitions involving the distributed gaming industry (the “Mediator”). No Party shall be obligated to continue to participate in such mediation if the underlying disputes, controversies or Claims have not been fully resolved after two days of mediation. Each of J&J, on one hand, and Seller and Parent, jointly and severally on the other hand, shall split equally the fees and expenses of the Mediator. Each Party to any such mediation proceeding shall be responsible for its own counsel fees and other expenses in connection with the mediation.