Closing Statement Dispute Sample Clauses

Closing Statement Dispute. (i) If the Seller Representative disputes the accuracy of the calculations reflected in the Closing Statement, the Seller Representative shall provide written notice to Parent no later than thirty (30) days following delivery by Parent to the Seller Representative of the Closing Statement, setting forth those items that the Seller Representative disputes (the “Dispute Notice”). If the Seller Representative does not deliver a Dispute Notice within such thirty (30) day period, then the calculation of Final Equity Value reflected in the Closing Statement shall be deemed final, conclusive and binding on the parties in all respects; provided, however, that if Parent has not provided the access or information to the Seller Representative pursuant to Section 3.5(c), the deadline for delivery of a Dispute Notice shall be tolled until Parent provides such access or information pursuant to Section 3.5(c). Any items not specifically disputed in any Dispute Notice shall be deemed final, conclusive and binding on the parties in all respects. During the thirty (30) day period following delivery of a Dispute Notice, Parent and the Seller Representative shall negotiate in good faith to resolve such disputed items. Prior to the end of such thirty (30) day period, the Seller Representative may accept the Closing Statement by delivering written notice to that effect to Parent, in which case the Final Equity Value will be finally determined when such notice is given. If Parent and the Seller Representative, notwithstanding such good faith effort, fail to resolve the dispute set forth in the Dispute Notice within thirty (30) days after the Seller Representative delivers the Dispute Notice to Parent, then either Parent or the Seller Representative shall have the right to engage FTI Consulting, or if such firm is unable or unwilling to accept its appointment, an independent nationally recognized accounting firm with experience in such matters and that is mutually agreed upon by Xxxxxx and the Seller Representative (in either case, the “Accounting Firm”).The parties acknowledge and agree that the Federal Rules of Evidence Rule 408 and any similar state rules shall apply to Parent and Seller Representative (and any of their respective representatives) during any such negotiations and any subsequent dispute arising therefrom. Parent and the Seller Representative shall each prepare and submit to the Accounting Firm (A) a single written presentation (which presentations shall be limi...
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Closing Statement Dispute. (a) Within thirty (30) days following receipt by the Shareholders’ Agent of the Closing Statement, the Shareholders’ Agent shall deliver written notice to Purchaser of any dispute it has with respect to the calculations set forth in the Closing Statement describing in reasonable detail the reasons for its dispute and specifying those items or amounts as to which the Shareholders’ Agent disagrees, together with the Shareholders’ Agent’s determination of such disputed items and amounts (the “Price Adjustment Dispute Notice”). If the Shareholders’ Agent does not deliver a Price Adjustment Dispute Notice within such thirty (30)-day period (or, if the Shareholders’ Agent notifies Purchaser prior to such 30th day that it does not dispute the Closing Statement, on such date), then such Closing Statement will be final, conclusive and binding on the Parties. Any Price Adjustment Dispute Notice will specify in reasonable detail the nature and dollar amount of any disagreement asserted (collectively, the “Price Adjustment Disputed Items”), and all other items (and all calculations relating thereto) that are not in dispute as specified in the Price Adjustment Dispute Notice will be final, binding and conclusive.
Sample 1
Closing Statement Dispute. If Lenders’ Representative timely delivers a Closing Statement Dispute Notice to Buyer, Buyer and the Lenders’ Representative shall negotiate in good faith to resolve such dispute. If Buyer and the Lenders’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days of Buyer’s receipt of the Closing Statement Dispute Notice, then Buyer and the Lenders’ Representative jointly shall engage the Arbitration Firm to arbitrate such dispute. As promptly as practicable thereafter, Buyer and the Lenders’ Representative shall each prepare and submit a presentation to the Arbitration Firm. As soon as practicable thereafter, Buyer and the Lenders’ Representative will cause the Arbitration Firm to choose one of the Parties’ position on Final Working Capital and Final Cash based solely upon the presentations by Buyer and the Lenders’ Representative. The Party whose position is not accepted by the Arbitration Firm shall be responsible for all of the fees and expenses of the Arbitration Firm. The selection made by the Arbitration Firm will be final, conclusive and binding on all parties to this Agreement.
Sample 1
Closing Statement Dispute. If Buyer objects (as provided in the last sentence of SECTION 2.2(b)) to the Closing Statement and Buyer and Seller are able to resolve their dispute within 15 days after Buyer's objection, the Closing Statement (reflecting the resolution) will be final and binding on the parties and will be deemed to be the "Final Closing Statement." If Buyer objects (as provided in last sentence of SECTION 2.2(b)) to the Closing Statement and Buyer and Seller are unable to resolve their dispute within 15 days after Buyer's objection, the dispute will be resolved by the Cleveland, Ohio office of Deloitte & Touche (the "Independent Accountants"). The Independent Accountants will be instructed to perform their services as expeditiously as possible. The resolution of the Independent Accountants shall be presented in an "Arbitrator's Award Report", prepared by the Independent Accountants, which shall be final and binding on the parties. The decision of the Independent Accountants as reflected in the Arbitrator's Award Report shall be reflected in a "Final Closing Statement" to be issued by Seller as soon as possible thereafter.
Sample 1
Closing Statement Dispute. (i) Within thirty (30) days following receipt by Seller Representative of the Closing Statement, Seller Representative shall deliver written notice to Buyer stating whether it accepts or disputes the accuracy of the calculations reflected in the Closing Statement. If Seller Representative accepts the calculations reflected in the Closing Statement or if Seller Representative does not notify Buyer of a dispute with respect to the Closing Statement within such thirty-day period, then the calculation of Closing Cash, Closing Indebtedness, Closing Transaction Expenses, and Closing Working Capital reflected in the Closing Statement, in each case, shall be deemed final, conclusive and binding on the Parties in all respects.
Sample 1
Closing Statement Dispute. (i) Within sixty (60) days following receipt by Sellers of the Closing Statement, Sellers shall deliver written notice to Buyers of any dispute they have with respect to the preparation or content of the Closing Statement (the “Adjustment Dispute Notice”). If Sellers do not notify Buyers of a dispute with respect to the Closing Statement within such 60-day period, such Closing Statement will be final, conclusive and binding on the Parties.
Sample 1
Closing Statement Dispute. If the Sellers’ Representative disputes the accuracy of the calculations reflected in the Closing Statement, the Sellers’ Representative shall provide written notice to the Purchaser no later than forty-five (45) days (such forty-five (45)-day period, the “Review Period”) following delivery by the Purchaser to the Sellers’ Representative
Sample 1
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Related to Closing Statement Dispute

  • Closing Statement A closing statement conforming to the proration and other relevant provisions of this Agreement.

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

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