Access; Disputes Sample Clauses

Access; Disputes. Following the Closing and until the Determination Date, Acquiror will provide to Transferor and its accountants and professional advisors reasonable access to the books and records, personnel, accountants and professional advisors (subject to execution and delivery of customary access letters) of Acquiror, the Transferred Entities and the Business to the extent reasonably required for its evaluation of the Final Closing Statement and each of the components of the Final Closing Date Payment; provided, however, that any such access shall be conducted during normal business hours, under the supervision of Xxxxxxxx’s personnel and in such a manner as not to interfere with the normal operations of the Business or the Transferred Entities. If Transferor disagrees with any amount set forth on the Final Closing Statement or the calculation of the Final Closing Date Payment or any component thereof, Transferor shall notify Acquiror of such disagreement in writing within forty-five (45) days after its receipt of the Final Closing Statement, which notice shall set forth in reasonable detail the particulars of such disagreement. In the event that Transferor does not provide such a notice of disagreement within such forty-five (45)-day period, Transferor shall be deemed to have accepted the Final Closing Statement delivered by Acquiror, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided within such forty-five (45)-day period by Transferor, Acquiror and Transferor shall negotiate in good faith for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the amounts set forth on the Final Closing Statement; provided, that all negotiations between Acquiror and Transferor regarding the matters specified in such notice of disagreement will (unless otherwise agreed by Xxxxxxxx and Transferor) be governed by Rule 408 of the Federal Rules of Evidence and any comparable applicable state rule. If, at the end of such period, Acquiror and Transferor are unable to resolve such disagreements, then Acquiror and Transferor shall refer the matter to the Independent Auditor and the Independent Auditor shall resolve any remaining disagreements. Acquiror and Transferor acknowledge and agree that the Independent Auditor shall function solely as an expert and not as an arbitrator; provided, that the determination of the Independent Auditor...
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Access; Disputes. If there is a dispute as to who has the right to operate a profile in the Online Course, we may deny access to the profile pending the outcome of the dispute to our satisfaction, and/or transfer the profile to the party claiming a right to it if we are satisfied that the profile was registered on behalf of that party.
Sample 1
Access; Disputes. Upon delivery of the Final Closing Statement, (a) Purchaser will provide to Seller and its accountants and advisors reasonable access during normal business hours to the extent reasonably requested to the books and records of the MMIS Entities and the MMIS Business (including the Transferred Assets and Transferred Liabilities), to the extent reasonably related to its evaluation of the Closing Carve-out Statement and each of the components of the Adjustment Amount. If Seller disagrees with any amount set forth on the Final Closing Statement, the calculation of the Adjustment Amount or any element of the Closing Carve-out Statement relevant thereto, Seller shall notify Purchaser of such disagreement in writing within 45 days after its receipt of the Final Closing Statement, which notice shall set forth in reasonable detail the particulars of such disagreement. In the event that Seller does not provide such a notice of disagreement within such 45 day period, Seller shall be deemed to have accepted the Final Closing Statement delivered by Purchaser, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided within such 45 day period by Seller, (a) Purchaser and Seller shall negotiate in good faith for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the amounts set forth on the Final Closing Statement, and
Sample 1

Related to Access; Disputes

  • Resolving Disputes The Company and the customer will use all reasonable endeavours to resolve any dispute between them. If they cannot resolve their dispute between them, they will:- a. Refer the dispute to mediation which will be conducted in accordance with the Resolution Institute New Zealand Standard Mediation Agreement; and b. If mediation is unsuccessful, the matter of dispute shall be referred to a single arbitrator in accordance with the provisions contained in the Arbitration Xxx 0000 and any amendments. Nothing in this clause will preclude either party from taking immediate steps to seek urgent equitable relief before an appropriate Court.

  • Billing Disputes 7.6.3.1 Each Party agrees to notify the other Party upon the discovery of a billing dispute. In the event of a billing dispute, the Parties will endeavor to resolve the dispute within sixty (60) calendar days of the Xxxx Date on which such disputed charges appear. Resolution of the dispute is expected to occur at the first level of management resulting in a recommendation for settlement of the dispute and closure of a specific billing period. If the issues are not resolved within the allotted time frame, the following resolution procedure will begin: 7.6.3.2 If the dispute is not resolved within sixty (60) days of the Xxxx Date, the dispute will be escalated to the second level of management for each of the respective Parties for resolution. If the dispute is not resolved within ninety (90) days of the Xxxx Date, the dispute will be escalated to the third level of management for each of the respective Parties for resolution 7.6.3.3 If the dispute is not resolved within one hundred and twenty (120) days of the Xxxx Date, the dispute will be escalated to the fourth level of management for each of the respective Parties for resolution. 7.6.3.4 If a Party disputes a charge and does not pay such charge by the payment due date, such charges shall be subject to late payment charges as set forth in the Late Payment Charges provision of this Attachment. If a Party disputes charges and the dispute is resolved in favor of such Party, the other Party shall credit the xxxx of the disputing Party for the amount of the disputed charges along with any late payment charges assessed no later than the second Xxxx Date after the resolution of the dispute. Accordingly, if a Party disputes charges and the dispute is resolved in favor of the other Party, the disputing Party shall pay the other Party the amount of the disputed charges and any associated late payment charges assessed no later than the second xxxx payment due date after the resolution of the dispute. BellSouth shall only assess interest on previously assessed late payment charges in a state where it has authority pursuant to its tariffs.

Most Referenced Clauses

Most Referenced Definitions