Common use of Resolving Matters in Notice of Disagreement Clause in Contracts

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 valid Notice of Disagreement is given, Sellers Agent the Seller 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 the Seller 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 Seller or Buyer (or any of their either’s Affiliates) within the preceding three years for audit or valuation purposes. If Buyer and Sellers Agent the Parties 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 the Seller nominates three, Buyer nominates three, and Sellers Agent the Seller and Buyer each eliminate one potential Arbitrator from the other’s nominations; provided that each public accounting firm nominated hereunder by a Party must be a national or regional public accounting firm that has not been engaged by the Company, the Sellers or Buyer such Party (or any of their such Party’s 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, Net Working Capital solely based on submissions made by Sellers Agent the Seller 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 the Seller or Buyer nor less than the lesser value for such item claimed by either of such Parties.