Common use of Acceptance Period; Delivery of Dispute Notice Clause in Contracts

Acceptance Period; Delivery of Dispute Notice. Seller may, within fifteen (15) days following receipt of the Post-Closing Statement, provide Buyer with written notice (a “Dispute Notice”) of its disagreement with the calculation of the Actual Net Working Capital Amount reflected on the Post-Closing Statement. If no such notice is delivered to Buyer by Seller within such period, the Post-Closing Statement and the calculation of the Actual Net Working Capital Amount reflected thereon shall be binding upon the parties hereto. A Dispute Notice shall set forth Seller’s determination of the Actual Net Working Capital Amount and, in reasonable detail, the basis for such determination, and shall specify the specific areas of Seller’s disagreement with the Post-Closing Statement and the reasons therefor. Any items set forth on the Post-Closing Statement that Seller does not specify in the Dispute Notice that it disagrees with shall be deemed final and shall be binding upon the parties hereto. Buyer and Seller shall endeavor in good faith to resolve any such disagreement within fifteen (15) days (the “Negotiating Period”) following the delivery by Seller of such Dispute Notice. Any resolution (including any partial resolution) of such a disagreement shall be set forth in a writing executed by Buyer and Seller, and any such resolution shall be binding on the parties hereto.

Acceptance Period; Delivery of Dispute Notice. Seller maySellers shall, within fifteen the thirty (1530) days day period (the “Acceptance Period”) following receipt of the Post-Closing Statement, provide notify Buyer with written notice (a “Dispute Notice”) of its disagreement with the calculation acceptance or non-acceptance of the Actual Net Working Capital Amount reflected on the Post-Closing StatementStatement and the calculation of Closing Working Capital as of the Closing Date reflected thereon. If no such notice is delivered to Buyer by Seller Sellers within such periodthe Acceptance Period, the Post-Closing Statement and the calculation of the Actual Net Closing Working Capital Amount as of the Closing Date reflected thereon shall be binding upon the parties hereto. A Dispute Notice shall set forth Seller’s determination of the Actual Net Working Capital Amount and, in reasonable detail, the basis for such determination, and shall specify the specific areas of Seller’s disagreement with the Post-Closing Statement and the reasons therefor. Any items set forth on the Post-Closing Statement that Seller does not specify in the Dispute Notice that it disagrees with shall be deemed final to have been accepted by Sellers and shall be binding upon all of the parties heretoto this Agreement for all purposes of this Agreement. If Sellers give notice (a “Dispute Notice”) to Buyer within the Acceptance Period that Sellers do not agree with the calculation of the Closing Working Capital as of the Closing Date reflected in the Post-Closing Statement, Sellers shall describe in such Dispute Notice in reasonable detail the basis for its disagreement (such disagreement, a “Dispute Item”). Buyer and Seller Sellers shall endeavor in good faith to resolve any all such disagreement disagreements within fifteen the thirty (1530) days day period (the “Negotiating Period”) following the delivery by Seller Sellers of such Dispute Notice. Any resolution (including any partial resolution) of such a disagreement shall be set forth in a writing executed by Buyer and Seller, and any such resolution shall be binding on the parties hereto.

Acceptance Period; Delivery of Dispute Notice. Seller mayshall, within fifteen (15) days the 30 day period following receipt thereby of such Post-Closing Statement (the "Acceptance Period"), notify Buyer of acceptance or non-acceptance, as the case may be, of the Post-Closing Statement, provide Buyer with written notice (a “Dispute Notice”) of its disagreement with Statement and the calculation of the Actual Closing Net Working Capital Amount Assets and IT Transfer Costs reflected on the Post-Closing Statementthereon. If no such notice is delivered to Buyer by Seller within such periodthe Acceptance Period, the Post-Closing Statement and the calculation calculations of the Actual Closing Net Working Capital Amount Assets and IT Transfer Costs reflected thereon shall be deemed to have been accepted by Seller and shall be binding upon all of the parties heretoto this Purchase Agreement for all purposes of this Purchase Agreement. A If Seller gives notice (a "Dispute Notice") to Buyer within the Acceptance Period that Seller does not agree with or otherwise does not accept the calculation of the Closing Net Assets and IT Transfer Costs reflected in the Post-Closing Statement, Seller shall describe in such Dispute Notice shall set forth Seller’s determination of the Actual Net Working Capital Amount and, in reasonable detail, the basis for such determinationnature of any disagreement, and shall specify identify the specific areas of Seller’s disagreement with the Post-Closing Statement items involved and the reasons therefor. Any items set forth on the Post-Closing Statement that Seller does not specify in the Dispute Notice that it disagrees with shall be deemed final dollar amount of each such disagreement and shall be binding upon the parties heretoprovide reasonable supporting documentation for each disagreement. Buyer and Seller shall endeavor in good faith to resolve any such disagreement all disagreements within fifteen (15) days the 30 day period (the “"Negotiating Period”") following the delivery by Seller of such Dispute Notice. Any resolution (including any partial resolution) of such a disagreement shall be set forth in a writing executed by Buyer and Seller, and any such resolution shall be binding on the parties hereto.

Acceptance Period; Delivery of Dispute Notice. Seller Sellers may, within fifteen thirty (1530) days following receipt of the Post-Closing Statement, provide Buyer with written notice (a “Dispute Notice”) of its their disagreement with the calculation of the Actual Net Working Capital Comparison Amount or the May 7 Actual Target Amount reflected on the Post-Closing Statement. If no such notice is delivered to Buyer by Seller Sellers within such period, the Post-Closing Statement and the calculation of the Actual Net Working Capital Comparison Amount and the May 7 Actual Target Amount reflected thereon shall be deemed final and binding upon the parties hereto. A Dispute Notice shall set forth Seller’s Sellers’ determination of the Actual Net Working Capital Comparison Amount and/or the May 7 Actual Target Amount and, in reasonable detail, the basis for such determination, and shall specify in reasonable detail the specific areas of Seller’s Sellers’ disagreement with the Post-Closing Statement and the reasons therefor. Any items set forth on the Post-Closing Statement that Seller does Sellers do not specify in the Dispute Notice that it disagrees they disagree with shall be deemed final and shall be binding upon the parties hereto. Buyer and Seller Sellers shall endeavor in good faith to resolve any such disagreement within fifteen (15) days (the “Negotiating Period”) following the delivery by Seller Sellers of such Dispute Notice. Any resolution (including any partial resolution) of such a disagreement shall be set forth in a writing executed by Buyer and SellerSellers, and any such resolution shall be final and binding on the parties hereto.

Acceptance Period; Delivery of Dispute Notice. Seller may, within fifteen thirty (1530) days following receipt of the Post-Closing Statement, provide Buyer with written notice (a the “Post-Closing Statement Dispute Notice”) of its disagreement with the calculation determination of the Actual Net Working Capital Amount reflected on the Post-Closing Statement. If no such notice is delivered to Buyer by Seller within such periodperiod (or if Buyer otherwise delivers a notice of its acceptance of the Actual Net Working Capital Amount reflected on the Post-Closing Statement), the Post-Closing Statement and the calculation of the Actual Net Working Capital Amount reflected thereon shall be final and binding upon the parties hereto. A Post-Closing Statement Dispute Notice shall set forth Seller’s determination of the Actual Net Working Capital Amount andand set forth, in reasonable detail, the basis for such determination, and . Seller shall specify provide to Buyer such additional back-up or supporting data relating to the specific areas preparation of Seller’s disagreement with the Post-Closing Statement Dispute Notice and Seller’s calculation of the reasons thereforActual Net Working Capital Amount contained therein as Buyer may reasonably request. Any items set forth on the Post-Closing Statement that Seller does not specify dispute in the Post-Closing Statement Dispute Notice that it disagrees with shall be deemed final and shall be binding upon the parties hereto. Buyer and Seller shall endeavor in good faith to resolve any such disagreement within fifteen thirty (1530) days (the “Negotiating Period”) following the delivery by Seller of such Post-Closing Statement Dispute Notice. Any resolution (including any partial resolution) of such a disagreement shall be set forth in a writing executed by Buyer and Seller, and any such resolution shall be final and binding on the parties heretohereto for purposes of determining the Actual Net Working Capital Amount.