DLLR » Topics » Contingent Consideration Dispute Period

This excerpt taken from the DLLR 8-K filed Mar 11, 2005.
Contingent Consideration Dispute Period”), then such Revenue Statement and the calculation of the Purchaser Total Revenue will be final, conclusive and binding on the parties.  If the Seller delivers a Notice of Contingent Consideration Dispute before the expiration of the Contingent Consideration Dispute Period, then the Seller and Purchaser will

 

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use reasonable efforts to negotiate a resolution of such dispute.  If the Seller and Purchaser, notwithstanding such good faith effort, fail to resolve such dispute within 30 days after the Seller’s delivery of the Notice of Contingent Consideration Dispute then, neither the Seller nor the Purchaser shall have any liability for failing to agree and the Purchaser and the Seller jointly will engage the firm of Singer Levak Greenbaum & Goldstein LLP (the “

This excerpt taken from the DLLR 8-K filed Feb 4, 2005.
Contingent Consideration Dispute Period”), then such EBITDA Statement and the calculation of EBITDA will be final, conclusive and binding on the Parties.  If the Sellers’ and Members’ Representative and the Southern Representative deliver a Notice of Contingent Consideration Dispute before the expiration of the Contingent Consideration Dispute Period, then the Sellers’ and Members’ Representative, the Southern Representative and the Buyer will use reasonable efforts to negotiate a resolution of such dispute.  If the Sellers’ and Members’ Representative, the Southern Representative and the Buyer, notwithstanding such good faith effort, fail to resolve such dispute within 30 days after the delivery of the Notice of Contingent Consideration Dispute then, no Party shall have any liability for failing to agree and the Buyer, the Sellers’ and Members’ Representative and the Southern Representative jointly will engage an independent accounting firm which is mutually agreeable to the Buyer, the Sellers’ and Members’ Representative and the Southern Representative within 10 days after the end of such

 

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30-day period to resolve the dispute.  If the Buyer, on the one hand, and the Sellers’ and Members’ Representative and the Southern Representative, on the other hand, cannot agree upon an independent accounting firm, then each of the Buyer, on the one hand, and the Sellers’ and Members’ Representative and the Southern Representative, on the other hand, shall select an independent accounting firm.  The two accounting firms so selected shall jointly select a third independent accounting firm to resolve the dispute.  Whichever accounting firm is selected through this process is hereinafter referred to as the Accounting Firm.  Each of the Buyer, on the one hand, and the Sellers’ and Members’ Representative and the Southern Representative, on the other hand, shall submit to the Accounting Firm a form of determination, stating completely and in detail the determination sought by such party with respect to each item in dispute (the “

EXCERPTS ON THIS PAGE:

8-K
Mar 11, 2005
8-K
Feb 4, 2005
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