Common use of Technical Matters Clause in Contracts

Technical Matters. (i) In the event of any dispute among the Parties as to the application of Sections 2.02-2.05, 2.07, and 2.08, such dispute shall be negotiated in good faith between the Parties. (ii) In the event the Parties are unable to resolve any such dispute, PetSmart shall, in good faith using reasonable discretion, finally determine any such matter (A) while Parent (or the direct or indirect majority owners of Parent as of the date of this Agreement) directly or indirectly has Control of Chewy or (B) with respect to any Taxable Period of which Parent (or the direct or indirect majority owners of Parent) directly or indirectly has or had Control of Chewy. (iii) For disputes not addressed by Section 6.01(a)(ii), the Parties shall require the Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the Parties. The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement. The Parties shall require the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The fees and expenses of the Accounting Firm shall be borne equally by the Parties.