Disagreement and Resolution Sample Clauses

Disagreement and Resolution. (ii) In the event FTS has any objections to all or any portion of the Closing Statement, FTS shall, within 30 days of FTS’s receipt of the Closing Statement, deliver to the Buyer a written notice (a “Dispute Notice”) specifying in reasonable detail each item or amount that FTS disputes (each, a “Disputed Item”), the amount in dispute for each Disputed Item and the reasons supporting FTS’s positions. FTS shall be deemed to have agreed with all other items and amounts contained in the Closing Statement delivered pursuant to Section 3.2(b)(i) other than the Disputed Items. During the 30 days immediately following the Buyer’s receipt of a Dispute Notice (the “Resolution Period”), the Buyer and FTS shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Dispute Notice. If FTS and the Buyer reach agreement with respect to any such Disputed Items, the Buyer shall promptly revise the Closing Statement to reflect such agreement. The Buyer and FTS shall use their respective reasonable best efforts to resolve any disagreements pertaining to the Closing Statement; however, if the Buyer and FTS are unable to resolve all disagreements identified by FTS pursuant to this Section 3.2(c)(i) within 30 days after delivery to the Buyer of the Dispute Notice, then such disagreements shall be submitted for final and binding resolution to a Neutral Accounting Firm to resolve such disagreements (the “Accounting Expert”). During such 30-day period, each side shall notify the other side of the Neutral Accounting Firm that such side proposes to be the Accounting Expert. At the end of such 30-day period: (i) if one side has failed to timely notify the other side in accordance with the previous sentence, then the other side’s proposed Neutral Accounting Firm shall act as the Accounting Expert (assuming that the other side provided timely notice in accordance with the previous sentence); (ii) if both sides have mutually agreed on a Neutral Accounting Firm to act as the Accounting Expert, then such Neutral Accounting Firm shall be the Accounting Expert; (iii) if the Buyer and FTS are unable to agree on a Neutral Accounting Firm to act as the Accounting Expert and each party has timely proposed a Neutral Accounting Firm in accordance with the previous sentence, then the two proposed Neutral Accounting Firms together shall select a third Neutral Accounting Firm within five (5) days to act as the Accounting Expert. Each party shall...
Sample 1
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Disagreement and Resolution. (a) If the Shareholders’ Representative disagrees with the Closing Retirement Underfunding as set forth in the Closing Retirement Underfunding Statement delivered pursuant to Section 2.1, the Shareholders’ Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of the Closing Retirement Underfunding Statement, which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such thirty (30) day period, neither Buyer nor the Shareholders’ Representative may introduce additional disagreements with respect to any item in the Closing Retirement Underfunding Statement or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Shareholders’ Representative and will be final and binding. In the event that the Retirement Underfunding is less than the Estimated Retirement Underfunding Amount, then within five (5) Business Days of the expiration of such thirty (30) day period, Buyer shall pay to each Seller an amount equal to such Seller’s portion, as set forth on Schedule 1.1, of any undisputed amounts of the excess, less a reasonable estimate of such Seller’s share of the Actuarial Arbitrator (as defined below) fees and expenses.
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Disagreement and Resolution. (a) During the Review Period, Acquiror shall provide Stockholder Representative and its representatives with reasonable access, during normal business hours upon reasonable advance notice and in such a manner as to not interfere with the normal conduct of each Group Company’s operations, to the Company’s accounting and other personnel and to the books and records of the Company to enable Stockholder Representative to determine the Closing Cash, Closing Indebtedness, Company Transaction Expenses, Reimbursable Company Transaction Expenses, Excess Company Transaction Expenses (if any) and Closing Working Capital and to evaluate the accuracy of the Acquiror Closing Statement. If Stockholder Representative disagrees with any portion of the Acquiror Closing Statement, then Stockholder Representative shall notify Acquiror in writing of such disagreement within the Review Period, which notice shall describe the nature of any such disagreement in reasonable detail and identify the specific items involved and the dollar amount of each such disagreement. After the Review Period:
Sample 1
Disagreement and Resolution. (a) If the Sellers Representative disagrees with the determination of the Closing Working Capital or the Closing Working Capital Target, then the Sellers Representative shall notify Buyer in writing of such disagreement within thirty (30) days after delivery of the Closing Balance Sheet, which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such thirty (30) day period, neither Buyer nor the Sellers Representative may introduce additional disagreements with respect to any item in the Closing Balance Sheet, Closing Working Capital or the Closing Working Capital Target or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Parties and will be final and binding.
Sample 1
Disagreement and Resolution. (a) During the Review Period, Buyer shall provide Seller Representative with reasonable access, during normal business hours upon reasonable advance notice and in such a manner as not to unreasonably interfere with the normal conduct of each Group Company’s operations, to all books and records (including work papers to the extent permitted by the access policies of Buyer’s and each Group Company’s accountants, as applicable) and appropriate personnel of the Group Companies to enable Seller Representative to determine the Closing Cash, Closing Indebtedness, Seller Transaction Expenses and Closing Working Capital and to evaluate the accuracy of the Buyer Closing Statement, and Buyer shall respond promptly and in good faith and as fully and accurately as is reasonably practicable to inquiries from Seller Representative related to such review. Buyer shall provide access to the books and records of the Group Companies electronically and transmit financial statements, general journals and trial balances of the Group Companies in such formats as they are prepared on the date of this Agreement to the extent reasonable and available. If Seller Representative disagrees with any portion of the Buyer Closing Statement, then Seller Representative shall notify Buyer in writing of such disagreement within the Review Period, which notice shall describe the nature of any such disagreement in reasonable detail and identify the specific items involved and the dollar amount, if known, of each such disagreement. After the Review Period, Seller Representative may not introduce additional disagreements with respect to any item in the Buyer Closing Statement or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Parties and will be final and binding.
Sample 1
Disagreement and Resolution. (a) During the forty-five (45) day period following delivery of the Closing Adjustment Statement to the Transaction Representative, Buyer shall provide the Transaction Representative with reasonable access to such books and records and personnel of the Company as may be reasonably necessary to enable the Transaction Representative to evaluate the accuracy of the Closing Adjustment Statement. Such access shall be at such times and in such a manner as shall not unreasonably interfere with Buyer’s operation of the Company’s business. If the Transaction Representative disagrees with the determination of the Closing Working Capital, Cash on Hand, Company Debt or Transaction Costs as shown on the Closing Adjustment Statement, then the Transaction Representative shall notify Buyer in writing of such disagreement within forty-five (45) days after delivery of the Closing Adjustment Statement, which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such forty-five (45) day period, neither Buyer nor the Transaction Representative may introduce additional disagreements with respect to any item in the Closing Adjustment Statement or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Parties and will be final and binding.
Sample 1
Disagreement and Resolution. (a) The Working Capital Statement and the Proposed Final Working Capital Amount set forth therein delivered by the Purchaser shall become final and binding upon the Parties unless the Seller disagrees with the determination of the Proposed Final Working Capital Amount as shown on the Working Capital Statement and notifies the Purchaser in writing of such disagreement (the “Notice of Disagreement”) within thirty (30) days after delivery of the Working Capital Statement, which notice shall (i) describe the nature of any such disagreement in reasonable detail, (ii) identify the specific items involved and the dollar amount of each such disagreement, and (iii) include the Seller’s calculation of the actual aggregate Working Capital of the Playa Spain Entities as of 11:59 p.m. on the date immediately preceding the date of this Agreement. After the end of such thirty (30) day period, neither the Purchaser nor the Seller may introduce additional disagreements with respect to any item in the Working Capital Statement or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Parties and will be final and binding.
Sample 1
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Disagreement and Resolution. (a) If the Shareholders Representative disagrees with the determination of the Closing Working Capital as shown on the Closing Working Capital Statement, the Shareholders Representative shall notify Buyer in writing of such disagreement within forty-five (45) days after delivery of the Closing Working Capital Statement to the Shareholders Representative, which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such forty-five (45) calendar day period, neither Buyer nor the Shareholders Representative may introduce additional disagreements with respect to any item in the Closing Working Capital Statement or increase the dollar amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Shareholders Representative and will be final and binding upon the Parties except to the extent that corollary adjustments thereto are necessarily required as a result of resolution of the disputed items that were so identified. If Shareholders Representative does not so notify Buyer of a disagreement within such forty-five (45) day period, then the Closing Working Capital delivered by Buyer pursuant to Section 3.2 shall be deemed to be final and binding on Buyer and Shareholders.
Sample 1
Disagreement and Resolution. The following clauses (a) and (b) set forth the procedures for resolving disputes among the parties with respect to the determination of the Closing Working Capital.
Sample 1

Related to Disagreement and Resolution

  • Bylaws and Resolutions For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

  • Certified Resolutions A certified copy of the resolutions of the Board of Directors of Buyer authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement.

  • Governing Law and Resolution of Disputes 14.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

  • Amicable Resolution The Parties mutually desire that friendly collaboration will continue between them. Accordingly, they will try to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Lease, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between the Parties in connection with this Lease, then the Dispute, upon written request of either Party, will be referred for resolution to the General Counsels of the Parties, which General Counsels will have ten (10) days to resolve such Dispute.

  • Disputes Resolution In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration, in accordance with its then effective arbitration rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

  • Resolution Upon the receipt of written approval of the Reviewing Party, the Publishing Party may proceed with the written publication or the oral presentation.

  • Informal Resolution The Receiver or the Corporation, as appropriate, (the “FDIC Party”) and the Assuming Institution shall negotiate in good faith to resolve any Dispute Item within thirty (30) Business Days following receipt of information concerning the Dispute Item.

  • Governing Law; Resolution of Disputes This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, at the Executive’s election, if the Executive is not then residing or working in the Milwaukee, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Executive resides; provided, that, if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be either Milwaukee, Wisconsin or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Executive’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

  • Organization Documents, Resolutions, Etc Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Administrative Agent and its legal counsel:

  • Methods of Resolution of Disputes In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing. The arbitration award shall be final and binding on all Parties.

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