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.
Dispute Notice. The Dispute Notice shall set out: the material particulars of the Dispute; the reasons why the Party serving the Dispute Notice believes that the Dispute has arisen; and if the Party serving the Dispute Notice believes that the Dispute should be dealt with under the Expedited Dispute Timetable as set out in paragraph 7 of this Call Off Schedule 11, the reason why. Unless agreed otherwise in writing, the Parties shall continue to comply with their respective obligations under this Call Off Contract regardless of the nature of the Dispute and notwithstanding the referral of the Dispute to the Dispute Resolution Procedure.
Dispute Notice. If the settlement of a disagreement is beyond the authority allowed the JBE’s project manager and the Contractor’s account manager under this Agreement, or if a disagreement has in the opinion of either party persisted for an undue length of time, either party may submit a Notice to the other party that the parties will commence the procedure set forth in this section 13 to resolve the Dispute (“Dispute Notice”). The Dispute Notice shall include: (i) detailed
Dispute Notice. If the settlement of a disagreement is beyond the authority allowed the Project Manager and the Contractor’s project manager under this Agreement, or if a disagreement has in the opinion of either Party persisted for an undue length of time, either Party may submit a written Notice to the other Party that the Parties will commence the procedure set forth in this provision to resolve the Dispute (“Dispute Notice”). The Dispute Notice shall include: (i) detailed factual information and supporting documentation in support of the submitting Party’s position; (ii) the specific Agreement provisions on which the Dispute is based; and (iii) if the Dispute involves a cost adjustment, the exact amount of the cost adjustment accompanied by all records supporting the submitting Party’s position. The Dispute Notice shall include a written statement signed by an authorized representative of the submitting Party indicating that the Dispute is made in good faith, that the supporting data and documents are accurate and complete, and that the amount requested, if any, accurately reflects the adjustment for which the submitting Party believes the other Party is responsible. To assist the other Party in its review of the Dispute, the submitting Party shall promptly comply with reasonable requests for additional information.
Dispute Notice. Notice by either Party of the existence of a Dispute shall (i) be delivered in writing, (ii) specify what provision of the Agreement such Party believes is under Dispute and (iii) recommend a course of action to resolve the Dispute (the “Dispute Notice”).
Dispute Notice. If the Indemnifying Party disputes (x) its obligation to indemnify the Indemnified Party in respect of any Indemnity Claim set forth in a Notice of Claim, or (y) the Indemnity Claim Amount set forth in a Notice of Claim, a dispute notice (“Dispute Notice”) will be given as soon as practicable, but in no event later than forty-five (45) days, after the Notice of Claim is given, as follows:
(i) in the case of any Indemnity Claim by any member of Buyer Group against Sellers, a Dispute Notice may be given only by Sellers, and if given, will be sent by Sellers to Buyer at the address and in the manner provided in Section 10.1 (Notices); and
(ii) in the case of any Indemnity Claim by any member of the Seller Group against Buyer, a Dispute Notice may be given only by Buyer, and if given, will be sent by Buyer to Sellers at the address and in the manner provided in Section 10.1 (Notices).
(A) If no Dispute Notice is given within such thirty (30) day period, the validity of the claim for indemnification and the Indemnity Claim Amount, each as set forth in the Notice of Claim, will be deemed to be agreed, effective on the first (1st) day following such thirty (30) day period, and the Indemnity Claim Amount set forth in the Notice of Claim will immediately be an “Indemnity Amount Payable” of the relevant Indemnifying Party.
(B) If a Dispute Notice is given within such thirty (30) day period, then:
(1) The portion, if any, of the Indemnity Claim Amount which is not disputed in the Dispute Notice will immediately be an Indemnity Amount Payable of the relevant Indemnifying Party.
(2) Buyer and Sellers will negotiate in good faith to settle the dispute, and the portion, if any, of the Indemnity Claim Amount which Buyer and Sellers agree in writing is payable will immediately be an Indemnity Amount Payable of the relevant Indemnifying Party.
(3) If Buyer and Sellers are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following the date the Dispute Notice is given, either Buyer or Sellers may initiate proceedings specified in Section 10.12 (Governing Law; Venue; and Jurisdiction) of this Agreement to obtain resolution of the dispute.
(4) If neither Buyer nor any Seller initiates legal proceedings in respect of the dispute within twelve (12) months following the date the Dispute Notice is given, the portion of the Indemnity Claim Amount which is disputed will not be an Indemnity Amount Payable, and the Indemnified Party will have no further...
Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Debt Amount, the Seller Transaction Expenses and Net Working Capital reflected thereon) will be final, conclusive and binding on the parties unless the Sellers’ Representative provides a written notice (a “Working Capital Dispute Notice”) to Buyer no later than the twentieth (20th) Business Day after the delivery to the Sellers’ Representative of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement. The Seller’s Representative shall not be entitled to issue a Working Capital Dispute Notice or otherwise dispute any item set forth in the Proposed Final Closing Balance Sheet or proposed Final Closing Statement except on the grounds that such matter was not prepared on the basis set forth in paragraph (c) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) or contains mathematical errors. Any Working Capital Dispute Notice must set forth in reasonable detail (i) any item on the Proposed Final Closing Balance Sheet or the Proposed Final Closing Statement which the Sellers’ Representative believes has not been prepared in accordance with paragraph (c) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) and, to the extent known, the correct amount of such item and (ii) the Sellers’ Representative’s alternative calculation of the Closing Debt Amount, the Seller Transaction Expenses or Net Working Capital, as the case may be. Any item or amount to which no dispute is raised in the Working Capital Dispute Notice will be final, conclusive and binding on the parties on such twentieth (20th) Business Day.
Dispute Notice. If any dispute arises between two or more parties (Disputing Parties) in connection with this agreement, the party requiring it to be resolved must promptly give each other Disputing Party written notice giving details of the dispute.
Dispute Notice. The Party asserting the Dispute will give prompt notice to the other Party describing the Dispute in reasonable detail (“Dispute Notice”).
Dispute Notice. At the written request of any Party (a "DISPUTE NOTICE"), the Parties to the dispute will within seven business days of the Dispute Notice, appoint knowledgeable, responsible representatives to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The Parties intend that these negotiations be conducted by business representatives, including at least one senior executive of each Party to the dispute. The representatives shall meet and confer, in person or by teleconference, not later than such seventh business day after the date of the Dispute Notice. The location, format, frequency, duration and conclusion of these discussions shall be left to the discretion of the representatives; provided that, the duration shall not exceed 45 days from the date of the Dispute Notice (an "ACTION DATE") unless extended by mutual written agreement of the Parties setting forth a new Action Date. The Dispute Notice and any extension shall specify the Action Date. The Dispute Notice shall set forth the nature of the dispute, in reasonable detail. Discussion and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, and shall not be admissible in the arbitration described below. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration. If the Parties are unable to resolve any disputes arising under or relating to this Agreement (each a "DISPUTE") using the process described in this Section 21(d) within the time period provided, including without limitation disputes regarding a breach or default under this Agreement, the Parties shall arbitrate such dispute pursuant to the arbitration provisions set forth in Section 21(d)(iii) and as modified by the Special Arbitration provisions Section 21(d)(xii) in the case of disputes arising under Section 20(e)(ii).
