Determining Final Net Working Capital; Dispute Resolution Sample Clauses

Determining Final Net Working Capital; Dispute Resolution. If the Shareholders disagree in whole or in part with the Closing Statement, then, within thirty (30) calendar days after the Shareholders’ receipt of the Closing Statement from Buyer, the Shareholders will notify Buyer in writing of the amount, nature and basis of such disagreement (the “Notice of Disagreement”). To the extent possible, the Notice of Disagreement should (i) include a copy of the Closing Statement marked to indicate the specific line items or omissions of the Closing Statement that are in dispute (the “Disputed Line Items”) and (ii) be accompanied by the Shareholders’ calculation of each of the Disputed Line Items. All items that are not set forth in the Notice of Disagreement will be final, binding and conclusive for all purposes under this Agreement. If the Shareholders do not timely deliver a Notice of Disagreement, the Closing Statement (as delivered by Buyer) will become final, binding and conclusive on all Parties for all purposes under this Agreement. If the Shareholders timely deliver a Notice of Disagreement, Buyer and the Shareholders shall use Reasonable Best Efforts for a period of fifteen (15) calendar days thereafter (or such longer period as they may mutually agree) to resolve any Disputed Line Items. All Disputed Line Items agreed to during such fifteen (15)-calendar day period will be final, conclusive and binding on the Parties and not subject to further appeal. If, at the end of such fifteen (15)-calendar day period, Buyer and the Shareholders are unable to resolve all Disputed Line Items, then the remaining Disputed Line Items will be referred to Frost & Company (the “Accounting Firm”). Buyer and the Shareholders will enter into reasonable and customary arrangements for the services to be rendered by the Accounting Firm under this Section 2.8(b), such services to be provided in the Accounting Firm’s capacity as an accounting expert, and not as an arbitrator. The Accounting Firm will be directed to determine, as promptly as practicable, the value of the Disputed Line Items based solely on the application of the express terms of this Agreement. The Accounting Firm will be instructed that, in making such determination, it may not assign a value to any Disputed Line Items greater than the greatest value for such item claimed by Buyer or the Shareholders or less than the smallest value for such item claimed by Buyer or the Shareholders. Buyer and the Shareholders will each furnish to the Accounting Firm any work papers and o...
Sample 1
AutoNDA by SimpleDocs

Related to Determining Final Net Working Capital; Dispute Resolution

  • Initial Dispute Resolution If a dispute arises out of or relates to this Contract or its breach, the parties shall endeavor to settle the dispute first through direct discussions between the parties’ representatives who have the authority to settle the dispute. If the parties’ representatives are not able to promptly settle the dispute, they shall refer the dispute to the senior administrators of the parties who have the authority to settle the dispute, who shall meet within fourteen days thereafter. If the dispute is not settled by the senior administrators, the parties may submit the dispute to mediation in accordance with Paragraph 5.2.3.2.

  • Mini-Bid Dispute Resolution Process If the Authorized User does not have a dispute resolution policy, please refer to OSC or OGS dispute resolution policy for guidance in creating a policy. In the event the Contractor has any disputes with the Authorized User, the Contractor shall so notify the Authorized User in writing. If either party notifies the other of such dispute, the other party shall then make good faith efforts to solve the problem or settle the dispute amicably, including meeting with the party’s representatives to attempt diligently to reach a satisfactory result through negotiation. In the event that the Contractor and the Authorized User are unable to resolve a conflict through negotiation, then both parties will comply with the Authorized User’s stated dispute resolution policy which must be included as part of the Authorized User Agreement. If the conflict is still unresolved, please refer to section 4.2.1.II.A.3 for guidance. Mini-Bid Proposal Validity All Contractor responses to Authorized User Mini-Bids must remain open and valid for at least 60 days from the Mini-Bid opening date, unless the time for awarding the Authorized User Agreement is extended by mutual consent of the Authorized User and the Contractor. A Contractor’s Mini-Bid response shall continue to remain an effective offer, firm and irrevocable, subsequent to such 60 day period until either tentative award of the Authorized User Agreement by the Authorized User is made or withdrawal of the Contractor response in writing by the Contractor. Tentative award of the Authorized User Agreement shall consist of written notice to that effect by an Authorized User to a successful Contractor, who shall thereupon be obligated to execute a formal Authorized User Agreement. SIGNATURE PAGE

  • Informal Dispute Resolution Process 1. In the event there is a dispute under this Centralized Contract, the Contractor, OGS and Authorized User agree to exercise their best efforts to resolve the dispute as soon as possible. The Contractor, OGS and Authorized User shall, without delay, continue to perform their respective obligations under this Centralized Contract which are not affected by the dispute. Primary responsibility for resolving any dispute arising under this Centralized Contract shall rest with the Authorized User’s Contractor Coordinators and the Contractor’s Account Executive and the State & Local Government Regional General Manager.

  • Alternative Dispute Resolution Limitations This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees No Waiver of TIPS Immunity This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 5 Does Vendor agree? Yes, Vendor agrees

  • CENTRAL DISPUTE RESOLUTION PROCESS The following process pertains exclusively to disputes and grievances on central matters that have been referred to the central process. In accordance with the School Board Collective Bargaining Act, 2014 central matters may also be grieved locally, in which case local grievance processes will apply. In the event that central language is being grieved locally, the local parties shall provide the grievance to their respective central agents.

  • Formal Dispute Process Members representing: (i) any one of the three state Participant Groups or (ii) an aggregate of at least six (6) votes, may appeal the informal Dispute by signing and furnishing to the Regional Director, the Program Manager, and each other Member, a written request to initiate a formal Dispute. This request must, with reasonable specificity, identify the issue(s) in Dispute, the relief sought, and any supporting documentation. If such a request is not received by the Regional Director within ten

  • Informal Dispute Resolution Prior to the initiation of formal dispute resolution procedures, the Parties shall first attempt to resolve their Dispute informally, in a timely and cost-effective manner, as follows:

  • Formal Dispute Resolution 10.6.1 If the Parties are unable to resolve the dispute through the informal procedure described in Section 10.5, then either Party may invoke the formal Dispute Resolution procedures described in this Section 10.6. Unless agreed among all Parties, formal Dispute Resolution procedures, including arbitration or other procedures as appropriate, may be invoked not earlier than sixty (60) calendar days after receipt of the letter initiating Dispute Resolution under Section 10.3.

  • Alternative Dispute Resolution Process Owner may establish a dispute resolution process to be utilized in advance of that outlined in Tex. Gov’t Code, Chapter 2260.

  • Negotiation; Alternative Dispute Resolution The Parties will attempt in good faith to resolve any dispute or controversy arising out of or relating to the performance of services under this Agreement. If the Parties are unable to resolve the dispute, then, pursuant to San Francisco Administrative Code Section 21.36, Contractor may submit to the Contracting Officer a written request for administrative review and documentation of the Contractor's claim(s). Upon such request, the Contracting Officer shall promptly issue an administrative decision in writing, stating the reasons for the action taken and informing the Contractor of its right to judicial review. If agreed by both Parties in writing, disputes may be resolved by a mutually agreed-upon alternative dispute resolution process. If the parties do not mutually agree to an alternative dispute resolution process or such efforts do not resolve the dispute, then either Party may pursue any remedy available under California law. The status of any dispute or controversy notwithstanding, Contractor shall proceed diligently with the performance of its obligations under this Agreement in accordance with the Agreement and the written directions of the City. Neither Party will be entitled to legal fees or costs for matters resolved under this section.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!