Resolving Matters in Notice of Disagreement Clause Samples

Resolving Matters in Notice of Disagreement. During the 30-day period after a valid Notice of Disagreement is given, Sellers Agent and Buyer will attempt in good faith to resolve in writing any differences that they have regarding any item in such Notice of Disagreement. If, at the end of such 30-day period, Sellers Agent and Buyer have not reached agreement on all such items, then either Party may require that the items that remain in dispute be promptly submitted to a national or regional public accounting firm (the “Arbitrator”) for review and resolution. The Arbitrator will be a national or regional public accounting firm agreed upon by the Parties in writing; provided that the Arbitrator will not be an accounting firm used by either the Company, the Sellers or Buyer (or any of their Affiliates) within the preceding three years for audit or valuation purposes. If Buyer and Sellers Agent cannot agree upon an Arbitrator within 15 Business Days after first attempting to do so, then the Arbitrator will be selected by lot from a list of four potential Arbitrators remaining after Sellers Agent nominates three, Buyer nominates three, and Sellers Agent and Buyer each eliminate one potential Arbitrator from the other’s nominations; provided that each public accounting firm nominated hereunder must be a national or regional public accounting firm that has not been engaged by the Company, the Sellers or Buyer (or any of their Affiliates) within the preceding three years for audit or valuation purposes. The Arbitrator will determine procedures for such arbitration, subject to the terms hereof. The Arbitrator will only consider the items that remain in dispute. The Arbitrator will render a decision resolving such items in dispute within 30 days after completion of submissions to the Arbitrator. The Arbitrator will determine the Final Cash Payment, and each component thereof, solely based on submissions made by Sellers Agent and Buyer consistent with the terms hereof (and not by independent review). The Arbitrator will not assign a value to any item that is greater than the greater value for such item claimed by either Sellers Agent or Buyer nor less than the lesser value for such item claimed by either of such Parties.

Resolving Matters in Notice of Disagreement. During the 30-day period after a Notice of Disagreement is given, the Representative and Buyer will attempt to resolve in writing any differences that they have regarding any item in such Notice of Disagreement. If, at the end of such 30-day period, Representative and Buyer have not reached agreement on all such items, then either Party may require that the items that remain in dispute be promptly submitted to an independent expert (the “Expert”) for review and resolution. The Expert will be the London office of BDO LLP. If the Expert is not willing to serve in this capacity, then the Expert will be selected by lot from a list of four potential Experts remaining after Representative nominates three, Buyer nominates three, and the Representative and Buyer each eliminate one potential Expert from the other’s nominations. The Expert will determine procedures for such review and consideration, subject to the terms hereof. The Expert will only consider the items that remain in dispute. The Expert will render a decision resolving such items in dispute within 30 days after completion of submissions to the Expert. The Expert will determine Final Working Capital solely based on submissions made by the Representative and Buyer consistent with the terms hereof (and not by independent review). The Expert will not assign a value to any item that is greater than the greater value for such item claimed by either Party or less than the lesser value for such item claimed by either Party.

Resolving Matters in Notice of Disagreement. During the 30-day period after a valid Notice of Disagreement is given, the Seller Representative and Buyer will attempt in good faith to resolve in writing any differences that they have regarding any item in such Notice of Disagreement; provided that such negotiations will not be discoverable or communicated to the Accountant. If, at the end of such 30-day period, the Seller Representative and Buyer have not reached agreement on all such items, either the Seller Representative or Buyer may engage and submit the items that remain in dispute to the Accountant for review and resolution as an expert. Buyer and the Seller Representative will jointly engage the Accountant and will enter into an engagement letter with the Accountant promptly after retention, which will include customary indemnification, confidentiality and other provisions proposed by the Accountant. The Seller Representative and Buyer will cooperate with the Accountant in good faith and in all reasonable respects as may be requested by the Accountant, including providing the Accountant reasonable access during normal business hours and on reasonable advance notice to any relevant personnel, properties, and books and records of the Company. The Seller Representative and Buyer will cause the Accountant to limit its review and determination to those items set forth on the Notice of Disagreement that remain in dispute and that relate to accounting matters, and to deliver a written report containing its calculations of each such disputed item. The final determination of the Accountant will be made in strict accordance with the terms of this Agreement. The Accountant will render its written report resolving such items in dispute as soon as possible after completion of written submissions to the Accountant. The Accountant will determine the items in dispute solely based on written submissions made by the Seller Representative and Buyer (and their respective representatives) consistent with the terms hereof (and not by independent review) which submissions, respectively, will be submitted to the Accountant and the other Party within ten days after the Accountant is engaged. None of the Seller Representative, Buyer or their respective representatives will have any ex parte communications or meetings with the Accountant concerning the subject matter hereof without the prior written consent of the other Party. The Accountant will not assign a value to any disputed item that is greater than the greater va...

Resolving Matters in Notice of Disagreement. During the 20-day period after a valid Notice of Disagreement is given, the Shareholder Representative and Buyer will attempt in good faith to resolve in writing any differences that they have regarding any Disputed Item; provided that such negotiations will not be communicated to the Arbitrator. If, at the end of such 20-day period, the Shareholder Representative and Buyer have not reached agreement on all such Disputed Items, either the Shareholder Representative or Buyer may require the items that remain in dispute to be submitted to the Arbitrator for review and resolution as an expert. Shareholder Representative and Buyer will collectively engage the Arbitrator and will enter into an engagement letter with the Arbitrator promptly after retention on terms reasonably agreeable by the Shareholder Representative and Buyer, which will include customary indemnification, confidentiality and other provisions proposed by the Arbitrator. Buyer and the Shareholder Representative will direct the Arbitrator to render a determination within 60 calendar days of its retention. Each of Buyer and the Shareholder Representative will provide Arbitrator with all of its respective working papers and supporting materials reasonably applicable to the remaining Disputed Items. The Shareholder Representative and Buyer will instruct the Arbitrator to limit its review and determination to those Disputed Items that remain in dispute, and to deliver a written report containing its calculations of each such Disputed Item. The final determination of the Arbitrator will be made in strict accordance with the terms of this Agreement, including the definition of Closing Working Capital as calculated consistent with Schedule 1.01(b) and GAAP. The Arbitrator will render its written report resolving such Disputed Items as soon as possible after completion of written submissions to the Arbitrator. The Arbitrator will determine the items in dispute solely based on written submissions made by Shareholder Representative and Buyer (and their respective Representatives) consistent with the terms of this Agreement (and not by independent review) which submissions, respectively, will be submitted to the Arbitrator and the other party within 20 days after the Arbitrator is engaged. None of the Shareholder Representative, Buyer or their respective Representatives will have any ex parte communications or meetings with the Arbitrator concerning the subject matter to be decided without the prior writte...