Agree or disagree Sample Clauses

Agree or disagree. 7.2.1 The draft Working Capital Statement and draft Net Cash Statement shall be delivered to the Purchaser at the same time, it being further agreed that: (a) if the Purchaser disagrees with the draft Working Capital Statement or draft Net Cash Statement, then the Purchaser shall within sixty (60) Business Days after receipt thereof, but no sooner than ninety (90) Business Days after Closing deliver notice of such disagreement to the Seller, such notice (the “Notice of Disagreement”) to specify (i) each line item in the relevant draft statement(s) with which the Purchaser disagrees, (ii) the amount of adjustment proposed by the Purchaser, and (iii) in reasonable detail, the reason for the Purchaser’s disagreement in respect of each such line item; (b) if the Purchaser does not deliver a Notice of Disagreement in terms of Clause 7.2.1(a), then the draft Working Capital Statement and draft Net Cash Statement shall be final and binding on the Seller (and each relevant other member of the Seller’s Group) and the Purchaser (and each relevant other member of the Purchaser’s Group) for purposes of the determination of the Purchase Price, provided that such determination shall not prejudice recovery of the Losses incurred due to a breach of the Seller’s Warranties, to the extent this would not result in the Seller compensating the Purchaser twice in relation to substantially the same facts and circumstances. (c) if the Purchaser delivers a Notice of Disagreement in terms of Clause 7.2.1(a), then: (i) at the election of the Seller, each line item in the draft Working Capital Statement and draft Net Cash Statement in respect of which the Purchaser does not deliver a Notice of Disagreement in accordance with Clause 7.2.1(a), shall be final and binding on the Seller (and each other member of the Seller’s Group) and the Purchaser (and each other member of the Purchaser’s Group) in the meaning of Clause (b); and (ii) the Seller and the Purchaser shall attempt in good faith to reach agreement in respect of those line items in the relevant draft Working Capital Statement and/or draft Net Cash Statement in respect of which the Purchaser has thus given Notice of Disagreement, provided that if the Seller and the Purchaser are unable to reach such agreement within twenty (20) Business Days of delivery of the Notice of Disagreement, the Seller or the Purchaser may by notice to the other require that those line items in the relevant draft Working Capital Statement and/or draft ...
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Agree or disagree. 6.1 Each Final Earn-Out Statement shall become final and binding upon the Parties unless the Seller delivers to the Purchaser, within thirty (30) Business Days after its receipt of such Final Earn-Out Statement from the Purchaser, written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement (the "Seller's Earn-Out Objection"). The scope of the Seller's Earn-Out Objection with the Final Earn- Out Statement shall be solely and exclusively determined by the written notice given within the above mentioned thirty (30) Business Day period. 6.2 In the event that the Seller delivers a Seller’s Earn-Out Objection to the Purchaser within such thirty (30) Business Day period, the Seller and the Purchaser shall attempt in good faith to resolve any such objections within thirty (30) Business Days after the receipt by the Purchaser of the Seller’s Earn-Out Objection. If the Seller and the Purchaser are unable to resolve any disagreement with respect to such Final Earn-Out Statement within such thirty (30) Business Day period, the dispute shall be promptly referred for final determination to the Reporting Accountants in accordance with the terms of Schedule 6. 6.3 The Final Earn-out Statement will be deemed to be final and binding on the Parties upon: (a) the Seller’s failure to deliver to the Purchaser a notice of disagreement within thirty
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Agree or disagree. 5.3.1 The Working Capital Statement shall become final and binding upon the Parties unless the Seller presents the Purchaser, within forty-five (45) Business Days after its receipt of the Working Capital Statement from the Purchaser, written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement. 5.3.2 In the event that the Seller does object to any of the calculations shown in the Working Capital Statement within such forty-five (45) Business Day period, the Seller and the Purchaser shall attempt in good faith to resolve any such objections within forty-five (45) Business Days after the receipt by the Purchaser of the Seller's objections. If the Seller and the Purchaser are unable to resolve any disagreement with respect to the Working Capital Statement within such forty-five (45) Business Day period, the items of disagreement alone will be promptly referred for final determination to the Reporting Accountants in accordance with the terms of Schedule 6.
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Agree or disagree. 6.2.1 The Statements shall become final and binding upon the Parties unless the Purchaser presents the Seller, within thirty (30) Business Days after its receipt of the Statements from the Seller, written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement. The scope of Purchaser’s disagreement with the draft Statements shall be solely and exclusively determined by the written notice given within the above mentioned thirty (30) Business Days period. 6.2.2 In the event that the Purchaser does object to any of the calculations shown in the Statements within such thirty-day period, the Purchaser and the Seller shall attempt in good faith to resolve any such objections within thirty (30) Business Days after the receipt by the Seller of the Purchaser’s objections. If the Purchaser and the Seller are unable to resolve any disagreement with respect to the Statements within such thirty-day period, the items of disagreement alone will be promptly referred for final determination to the Reporting Accountants in accordance with the terms of Schedule 9. 6.2.3 Each of the Statements will be deemed to be binding on the Parties upon: (a) the Purchaser’s failure to deliver to the Seller a notice of disagreement within thirty (30) Business Days after its receipt of the Statements; (b) resolution of any disagreement by mutual agreement of the Purchaser and the Seller after a timely notice of disagreement has been delivered to the Seller; or (c) notification by the Reporting Accountants of their final determination of the items of disagreement submitted to them.
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Related to Agree or disagree

  • Disagreement Any dissension between the parties other than a grievance defined in the agreement and other than a dispute defined in the Labour Code.

  • Dispute Notice If there is a dispute between the parties, then either party may give a notice to the other succinctly setting out the details of the dispute and stating that it is a dispute notice given under this clause 17.1.

  • Deadlock Unless otherwise expressly set forth herein, in the event the Members are unable to reach agreement on or make a decision with respect to any matter on which the Members are entitled to vote, the matter shall be subject to the Internal Dispute Resolution Procedure described in Article 13 hereof.

  • Notice of Dispute The party wishing to commence the dispute resolution process must give written notice (Notice of Dispute) to the other parties of: (a) The nature of the dispute, (b) The alleged basis of the dispute, and (c) The position which the party issuing the Notice of Dispute believes is correct.

  • Non-Renewal Termination If the Agreement expires as set forth in Section 6(g) [Non-Renewal Termination], then, subject to Section 22 [Compliance with Section 409A], in addition to all salary, annual bonuses, expense reimbursements, benefits and accrued vacation days earned by the Executive pursuant to Section 4 through the date of the Executive’s termination of employment, the Executive shall be entitled to the compensation set forth in Sections 8(d)(i) through (v), provided that within sixty days following the Executive’s termination of employment (i) the Executive has executed and delivered the Release to the Company, and (ii) the Release has become irrevocable:

  • Termination Notice and Procedure Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

  • Negotiation Period The Parties shall negotiate in good faith and attempt to resolve any dispute, controversy or claim arising out of or relating to this Agreement (a “Dispute”) within 30 days after the date that a Party gives written notice of such Dispute to the other Party.

  • Notice and Payment A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express. B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

  • Consideration Period You have 21 days from the date this Separation Agreement is given to you to consider this Separation Agreement before signing it. You may use as much or as little of this 21-day period as you wish before signing. If you do not sign and return this Separation Agreement within this 21-day period, you will not be eligible to receive the benefits described in this Separation Agreement.

  • PRORATION PERIOD The Tenant: (check one)

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