Dispute Notice; Disposition Upon Receipt of a Dispute Notice Sample Clauses

Dispute Notice; Disposition Upon Receipt of a Dispute Notice. (a) At any time within the Response Period, the Shareholders' Representative (or the Section Indemnitor) may notify PJ, with a copy to the Escrow Agent, that the Claim referred to in the Claim Notice is disputed by the Shareholders' Representative (or the Section Indemnitor), or that pursuant to the terms of the Merger Agreement that the Shareholders' Representative (or the Section Indemnitor) is defending the basis for the Claim (any such notice is hereinafter referred to as a "Dispute Notice"). (b) Upon the receipt of a Dispute Notice, the Escrow Agent (i) shall distribute to PJ Escrowed Shares valued at the Valuation Price or shall equal that portion, if any, of the Claim which is not disputed by the Shareholders' Representative (or Section Indemnitor), and (ii) shall designate as subject to the Claim those Escrowed Shares, based upon the Valuation Price, equal to that portion of the Claim which is disputed by the Shareholder (the securities so set aside being sometimes hereinafter referred to as the "Designated Escrowed Assets"). The Escrow Agent shall not dispose of any portion of the Designated Escrowed Assets as shall be subject to a Claim pursuant to any provision of this Section 3.3(b) until the occurrence of one of the following events: (1) Escrow Agent shall have been directed to distribute such Designated Escrowed Assets in accordance with the joint instructions of PJ and the Shareholders' Representative (or the Section 2 Indemnitor); or (2) The Escrow Agent shall have been requested to distribute such Designated Escrowed Assets subject to Claim to PJ in accordance with the instructions of the Shareholders' Representative (or Section 2 Indemnitor); or (3) The Escrow Agent shall have received a certified copy of a final decision of an arbitrator or a court of competent jurisdiction with respect to the Claim or Claims set forth in the Claim Notice with respect to which a Dispute Notice has been received, in which case the Escrow Agent shall dispose of such Designated Escrowed Assets subject to Claim (or such additional Escrowed Shares as shall be included in such decision) in accordance with such final decision. For this purpose, a final decision shall mean the final decision from an arbitrator or from any court of competent jurisdiction from which no appeal may be taken, whether because of lapsed time or otherwise.
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Related to Dispute Notice; Disposition Upon Receipt of a Dispute Notice

  • 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.

  • 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.

  • Termination Upon Notice Following thirty (30) days’ written notice, the State Entity may terminate the Contract in whole or in part without the payment of any penalty or incurring any further obligation to the Contractor. Following termination upon notice, the Contractor shall be entitled to compensation, upon submission of invoices and proper proof of claim, for goods and services provided under the Contract to the State Entity up to and including the date of termination.

  • Notice of Disqualifying Disposition If the Option is an Incentive Stock Option, I agree that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within two (2) years of the Date of Grant.

  • Notice of Disqualifying Disposition of ISO Shares If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

  • Investor-state Dispute Settlement Any dispute between an investor of one Party and the other Party in connection with an investment in the territory of the other Party shall, as far as possible, be settled amicably through negotiations between the parties to the dispute.

  • Notice of Disposition To the extent that this Option is designated as an Incentive Option, if Shares of Common Stock acquired upon exercise of the Option are disposed of within two years following the date of grant or one year following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Corporation in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Administrator may reasonably require.

  • Notice of Disputes Notice of the dispute will be submitted on the form provided in Appendix A and sent to the responding party, in order to provide an opportunity to respond. The Crown shall be provided with a copy. a) Notice of the dispute shall include the following: i. Any central provision of the collective agreement alleged to have been violated. ii. The provision of any statute, regulation, policy, guideline, or directive at issue. iii. A comprehensive statement of any relevant facts. iv. The remedy requested.

  • Termination Notice If either Party, having become entitled to do so, decides to terminate this Agreement pursuant to the preceding Clause 8.2 (a) (i) or 8.2 (a) (ii), it shall issue Termination Notice setting out: (i) in sufficient detail the underlying Force Majeure Event; (ii) the Termination Date which shall be a date occurring not earlier than 60 (sixty) days from the date of Termination Notice; (iii) the estimated Termination Payment including the details of computation thereof and; (iv) any other relevant information.

  • Arbitration Notice BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

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