Common use of Dispute Notice Clause in Contracts

Dispute Notice. The Proposed Final Closing Statement (and the proposed final determinations of Closing Net Working Capital, Closing Cash Balance, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price contained therein) shall be final, conclusive and binding on the parties hereto for purposes of this Section 3.04 unless the Equityholders’ Representative provides a written notice (a “Dispute Notice”) to Purchaser no later than the thirtieth (30th) day after the delivery by Purchaser to the Equityholders’ Representative of the Proposed Final Closing Statement; provided that, in the event that either Purchaser or the Surviving Corporation and its Subsidiaries does not provide any papers or documents reasonably requested by the Equityholders’ Representatives or any of its authorized Representatives within five (5) days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period shall be extended by one (1) day for each additional day required for Purchaser or the Surviving Corporation and its Subsidiaries to adequately respond to such request. Any Dispute Notice must set forth in reasonable detail (i) any item on the Proposed Final Closing Statement which the Equityholders’ Representative believes has not been prepared in accordance with this Agreement and the proposed correct amount of such item (each, a “Disputed Item”) and (ii) the Equityholders’ Representative’s alternative calculation of the Closing Net Working Capital, the Closing Cash Balance, the Transaction Tax Benefits, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price, as applicable, calculated in accordance with the principles set forth in Section 3.04(b) above.

Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Net Working Capital, Closing Cash BalanceDebt Amount, the Closing Indebtedness, the Company Seller Transaction Expenses and the Aggregate Purchase Price contained thereinNet Working Capital reflected thereon) shall will be final, conclusive and binding on the parties hereto for purposes of this Section 3.04 unless the EquityholdersSellers’ Representative provides a written notice (a “Working Capital Dispute Notice”) to Purchaser Buyer no later than the thirtieth twentieth (30th20th) day Business Day after the delivery by Purchaser to the EquityholdersSellers’ Representative of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement; provided that, . The Seller’s Representative shall not be entitled to issue a Working Capital Dispute Notice or otherwise dispute any item set forth in the event Proposed Final Closing Balance Sheet or proposed Final Closing Statement except on the grounds that either Purchaser 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 the Surviving Corporation and its Subsidiaries does not provide any papers or documents reasonably requested by the Equityholders’ Representatives or any of its authorized Representatives within five (5) days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period shall be extended by one (1) day for each additional day required for Purchaser or the Surviving Corporation and its Subsidiaries to adequately respond to such requestcontains 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 EquityholdersSellers’ Representative believes has not been prepared in accordance with this Agreement paragraph (c) above (including the definition of Net Working Capital and the proposed Net Working Capital Calculation Schedule) and, to the extent known, the correct amount of such item (each, a “Disputed Item”) and (ii) the EquityholdersSellers’ Representative’s alternative calculation of the Closing Debt Amount, the Seller Transaction Expenses or Net Working Capital, as the Closing Cash Balancecase 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 Transaction Tax Benefits, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price, as applicable, calculated in accordance with the principles set forth in Section 3.04(bparties on such twentieth (20th) aboveBusiness Day.

Dispute Notice. The Proposed Final Closing Working Capital Statement (and the proposed final determinations of Closing Net Working Capital, Closing Cash Balance, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price contained therein) shall will be final, conclusive and binding on the parties hereto for purposes of this Section 3.04 Parties unless the Equityholders’ Representative PBMMI provides a written notice (a “Dispute Notice”) to Purchaser Buyer no later than the thirtieth twentieth (30th20th) day after the delivery by Purchaser to the Equityholders’ Representative of the Proposed Final Closing Statement; provided that, in the event that either Purchaser or the Surviving Corporation and its Subsidiaries does not provide any papers or documents reasonably requested by the Equityholders’ Representatives or any of its authorized Representatives within five (5) days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period shall be extended by one (1) day for each additional day required for Purchaser or the Surviving Corporation and its Subsidiaries to adequately respond to such request. Any Dispute Notice must set Working Capital Statement setting forth in reasonable detail (ia) any item on the Proposed Final Closing Working Capital Statement which the Equityholders’ Representative PBMMI believes has not been prepared in accordance with this Agreement the Accounting Principles and (b) the proposed correct amount of such item (each, a “Disputed Item”) and (ii) the Equityholders’ Representative’s alternative calculation of the Closing Net Working Capital, the Closing Cash Balance, the Transaction Tax Benefits, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price, as applicable, calculated in accordance with the principles Accounting Principles. Any item or amount to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on the Parties. Buyer and PBMMI will attempt to resolve the matters raised in a Dispute Notice in good faith. Ten (10) Business Days after delivery of the Dispute Notice, either Buyer or PBMMI may provide written notice to the other that it elects to submit the disputed items to a nationally recognized independent accounting firm mutually agreed upon by Buyer and PBMMI (the “Working Capital Referee”). The Working Capital Referee will promptly review only those items and amounts specifically set forth and objected to in Section 3.04(bthe Dispute Notice and resolve the dispute with respect to each such specific item and amount in accordance with the Accounting Principles; provided, however, that the Working Capital Referee shall not assign a value to any item greater than the greatest value for such item, or lower than the lowest value of such item, claimed in any notice of disagreement presented to the such Working Capital Referee pursuant hereto. The fees and expenses of the Working Capital Referee will be shared equally by PBMMI and Buyer, and the decision of the Working Capital Referee with respect to the items of the Working Capital Statement submitted to it will be final, conclusive and binding on the Parties. Each of the Parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Working Capital Referee and to cause the Working Capital Referee to resolve any dispute no later than thirty (30) aboveBusiness Days after selection of the Working Capital Referee.

Dispute Notice. The Proposed Final Closing Statement (and i) If WB disputes the proposed final determinations of Closing Net Working CapitalIndex Differential Calculation based on manifest error, Closing Cash Balance, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price contained therein) it shall be final, conclusive and binding on the parties hereto for purposes of this Section 3.04 unless the Equityholders’ Representative provides a deliver written notice (a the “Dispute Notice”) to Purchaser no later than the thirtieth Company within ten (30th10) day Business Days after receipt by WB of the delivery by Purchaser Index Differential Calculation, stating that WB objects to the Equityholders’ Representative Index Differential Calculation, specifying in reasonable detail the basis for such objection and setting forth WB’s proposed modification to the Index Differential Calculation. WB and the Company will attempt to resolve and finally determine and agree upon the Index Differential Calculation as promptly as practicable. If WB and the Company are unable to agree upon the Index Differential Calculation within thirty (30) days after delivery of the Proposed Final Closing Statement; provided thatDispute Notice, a nationally recognized investment banking firm reasonably acceptable to each of WB and the Company will resolve the items set forth in the event that either Purchaser or the Surviving Corporation and its Subsidiaries does not provide any papers or documents reasonably requested by the Equityholders’ Representatives or any of its authorized Representatives Dispute Notice within five thirty (530) days of request therefor (or such shorter period as may remain its engagement. The fees, costs and expenses of the investment banking firm will be borne by the party whose positions generally did not prevail in such 30-day period)determination, as determined by such investment banking firm, or if the investment banking firm determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be borne 50% by WB and 50% by the Company. If WB does not deliver the Dispute Notice to the Company within ten (10) Business Days after receipt by WB of the Index Differential Calculation, such 30-day period shall Index Differential Calculation will be extended by one conclusively presumed to be true and correct in all respects and will be final and binding upon the parties. (1ii) day for each additional day required for Purchaser If, as of January 31, 2011, with respect to the 2011 Cash Payment, or the Surviving Corporation and its Subsidiaries MSA Termination Date, with respect to adequately respond to such request. Any Dispute Notice must set forth in reasonable detail (i) any item on the Proposed Final Closing Statement which Early Termination Cash Payment, the Equityholders’ Representative believes Index Differential Calculation has not yet been prepared finally determined in accordance with this Agreement Section 2.04(f), WB shall be required to make the 2011 Cash [[[***]]] CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. Payment and the proposed correct amount of such item (eachEarly Termination Cash Payment, a “Disputed Item”) as applicable, in accordance with Sections 2.01 and (ii) 2.02, respectively, based upon the Equityholders’ Representative’s alternative calculation Index Differential Calculation set forth in the Dispute Notice. Not later than the third Business Day following the final determination of the Closing Net Working CapitalIndex Differential Calculation pursuant to this Section 2.04(f), WB shall pay the Closing excess, if any, of the 2011 Cash Balance, the Transaction Tax Benefits, the Closing Indebtedness, the Company Transaction Expenses Payment and the Aggregate Purchase PriceEarly Termination Cash Payment, as applicable, calculated in accordance with based on the principles set forth in Section 3.04(b) abovefinally determined Index Differential Calculation, over the 2011 Cash Payment and the Early Termination Cash Payment, respectively, previously made by WB.

Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Net Working CapitalDebt Amount, Closing Cash Balance, the Closing IndebtednessAmount, the Company Transaction Expenses and the Aggregate Purchase Price contained thereinNet Working Capital reflected thereon) shall will be final, conclusive and binding on the parties hereto for purposes of this Section 3.04 unless the EquityholdersSecurityholders’ Representative provides a written notice (a “Working Capital Dispute Notice”) to Purchaser Parent no later than the thirtieth twentieth (30th20th) day Business Day after the delivery by Purchaser to the EquityholdersSecurityholders’ Representative of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement; provided that, . The Securityholders’ Representative shall not be entitled to issue a Working Capital Dispute Notice or otherwise dispute any item set forth in the event Proposed Final Balance Sheet or proposed Final Closing Statement except on the grounds that either Purchaser such matter was not prepared on the basis set forth in paragraph (c) above or the Surviving Corporation and its Subsidiaries does not provide any papers or documents reasonably requested by the Equityholders’ Representatives or any of its authorized Representatives within five (5) days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period shall be extended by one (1) day for each additional day required for Purchaser or the Surviving Corporation and its Subsidiaries to adequately respond to such requestcontains 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 EquityholdersSecurityholders’ Representative believes has not been prepared in accordance with this Agreement and the proposed correct amount of such item (each, a “Disputed Item”) and (ii) the EquityholdersSecurityholders’ Representative’s alternative calculation of the Closing Net Working CapitalDebt Amount, the Closing Cash Balance, the Transaction Tax Benefits, the Closing IndebtednessAmount, the Company Transaction Expenses and the Aggregate Purchase Priceor Net Working Capital, as applicablethe case may be. Any item or amount to which no dispute is raised in the Working Capital Dispute Notice will be final, calculated in accordance with conclusive and binding on the principles set forth in Section 3.04(bparties on such twentieth (20th) aboveBusiness Day.

Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Net Working Capital, Closing Cash BalanceDebt Amount, the Closing IndebtednessCash Amount, the Capital Leases, the Company Transaction Expenses and the Aggregate Purchase Price contained thereinNet Working Capital reflected thereon) shall will be final, conclusive and binding on the parties hereto for purposes of this Section 3.04 Parties unless the Equityholders’ Member Representative provides a written notice (a “Working Capital Dispute Notice”) to Purchaser Buyer no later than the thirtieth (30th) day Business Day after the delivery by Purchaser to the Equityholders’ Member Representative of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement; provided that, in the event that either Purchaser or the Surviving Corporation and its Subsidiaries does not provide any papers or documents reasonably requested by the Equityholders’ Representatives or any of its authorized Representatives within five (5) days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period shall be extended by one (1) day for each additional day required for Purchaser or the Surviving Corporation and its Subsidiaries to adequately respond to such request. Any Working Capital Dispute Notice must shall set forth in reasonable detail (ix) any item on in the Proposed Final Closing Balance Sheet or the Proposed Final Closing Statement which the Equityholders’ Member Representative believes has not been prepared in accordance with this Agreement disputes and the proposed correct revised amount of such item (each, a “Disputed Item”) and (iiy) the Equityholders’ Member Representative’s alternative calculation of the Closing Debt Amount, the Closing Cash Amount, the Capital Leases, the Company Expenses and/or Net Working Capital, as the Closing Cash Balancecase may be, the Transaction Tax Benefits, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price, each as applicable, calculated prepared in accordance with the principles set forth Accounting Principles. Any item or amount to which no dispute is raised in Section 3.04(b) above.the Working Capital Dispute Notice will be final, conclusive and binding on the Parties on such thirtieth (30th)

Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Net Working Capital Statement (and the proposed final determinations determination of Closing the Net Working Capital, Closing Cash Balance, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price contained thereinCapital reflected thereon) shall will be final, conclusive and binding on the parties hereto for purposes of this Section 3.04 unless the Equityholders’ Representative Member Representative, on behalf of the Participating Holders provides a written notice (a “Working Capital Dispute Notice”) to Purchaser Buyer no later than the thirtieth (30th) 30th day after the delivery by Purchaser to the Equityholders’ Member Representative of the Proposed Final Closing Balance Sheet and the Proposed Final Net Working Capital Statement; provided that, . The Member Representative may issue a Working Capital Dispute Notice or otherwise dispute any item set forth in the event Proposed Final Closing Balance Sheet or Proposed Final Net Working Capital Statement only on the grounds that either Purchaser such item or document (i) was not prepared consistent with the Surviving Corporation principles, practices and its Subsidiaries does not provide any papers policies set forth in paragraph (a) above, (ii) contains mathematical errors or documents reasonably requested by (iii) contains an error, miscalculation, inaccuracy, omission or oversight that if corrected would be consistent with the Equityholders’ Representatives or any of its authorized Representatives within five principles, practices and policies set forth in paragraph (5a) days of request therefor (or such shorter period as may remain above and which dispute is bona fide and objected to in such 30-day period), such 30-day period shall be extended by one (1) day for each additional day required for Purchaser or the Surviving Corporation and its Subsidiaries to adequately respond to such requestgood faith. Any Working Capital Dispute Notice must shall set forth in reasonable detail (iany item(s) any item on the Proposed Final Closing Balance Sheet or the Proposed Final Net Working Capital Statement which that the Equityholders’ Member Representative believes has not been prepared in accordance with this Agreement and the proposed correct amount of such item. 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 the thirty-first (each, a “Disputed Item”31st) and (ii) day after delivery to the Equityholders’ Representative’s alternative calculation Member Representative of the Proposed Final Closing Balance Sheet and the Proposed Final Net Working Capital, the Closing Cash Balance, the Transaction Tax Benefits, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price, as applicable, calculated in accordance with the principles set forth in Section 3.04(b) aboveCapital Statement.

Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Net Working Capital, Closing Cash BalanceDebt Amount, the Closing IndebtednessLocked Box Amount, the Company Seller Transaction Expenses and the Aggregate Purchase Price contained thereinNet Working Capital reflected thereon) shall will be final, conclusive and binding on the parties hereto for purposes of this Section 3.04 (and all Company Investors) unless the EquityholdersStockholders’ Representative Committee provides a written notice (a “Dispute Notice”) to Purchaser Parent no later than the thirtieth twentieth (30th20th) day Business Day after the delivery by Purchaser to the EquityholdersStockholders’ Representative Committee of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement; provided that, in the event that either Purchaser or the Surviving Corporation and its Subsidiaries does not provide any papers or documents reasonably requested by the Equityholders’ Representatives or any of its authorized Representatives within five (5) days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period shall be extended by one (1) day for each additional day required for Purchaser or the Surviving Corporation and its Subsidiaries to adequately respond to such request. Any 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 EquityholdersStockholders’ Representative Committee believes has not been prepared in accordance with this Agreement and the proposed correct amount of such item (each, a “Disputed Item”) and (ii) the EquityholdersStockholders’ RepresentativeCommittee’s alternative calculation of the Closing Debt Amount, the Locked Box Amount, the Seller Transaction Expenses or Net Working Capital, as the Closing Cash Balancecase may be. Any item or amount to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on the Transaction Tax Benefitsparties (and all Company Investors) on such twentieth (20th) Business Day. Any Dispute Notice must specify, with reasonable particularity, all facts that form the Closing Indebtedness, basis of such disagreements and all statements by Persons (who shall be identified by name) and documents relied upon by the Company Transaction Expenses and Stockholders’ Committee as forming the Aggregate Purchase Price, as applicable, calculated in accordance with the principles set forth in Section 3.04(b) abovebasis of such disagreement.

Dispute Notice. The Proposed Final Closing Statement (and the proposed final determinations of the Closing Net Working Capital, the Closing Cash Balance, the Closing Company Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price contained therein) shall be final, conclusive conclusive, binding and binding non-appealable on the parties hereto for purposes of this Section 3.04 unless the Equityholders’ Representative provides a written notice (a “Dispute Notice”) to Purchaser no later than the thirtieth (30th) day Business Day after the delivery by Purchaser to the Equityholders’ Representative of the Proposed Final Closing Statement; provided that, in the event that either Purchaser or the Surviving Corporation Company and its the Subsidiaries does not provide any papers or documents reasonably requested by the Equityholders’ Representatives Representative or any of its authorized Representatives representatives within five (5) days of request therefor (or such shorter period as may remain in such 30-day Business Day period), such thirty (30-day ) Business Day period shall be extended by one (1) day for each additional day required for Purchaser or the Surviving Corporation Company and its the Subsidiaries to adequately fully respond to such request. Any Dispute Notice must set forth in reasonable detail (i) any item on the Proposed Final Closing Statement which the Equityholders’ Representative believes has not been prepared in accordance with this Agreement and the proposed correct amount of such item (each, a “Disputed Item”) and (ii) the Equityholders’ Representative’s alternative calculation of the Closing Net Working Capital, the Closing Cash Balance, the Transaction Tax Benefits, the Closing Company Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price, as applicable, calculated in accordance with the principles set forth in Section 3.04(b) above.

Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Net Working Capital, Closing Cash BalanceAmount, the Closing Indebtedness, the Company Debt Amount and Seller Transaction Expenses and the Aggregate Purchase Price contained thereinreflected thereon) shall will be final, conclusive and binding on the parties hereto for purposes of this Section 3.04 2.12 unless the EquityholdersSellers’ Representative provides a written notice (a “Dispute Notice”) Notice to Purchaser the Buyer no later than the thirtieth (30th) calendar day after the delivery by Purchaser to the EquityholdersSellers’ Representative of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement; provided that, in the event that either Purchaser or the Surviving Corporation and its Subsidiaries does not provide any papers or documents reasonably requested by the Equityholders’ Representatives or any of its authorized Representatives within five (5) days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period shall be extended by one (1) day for each additional day required for Purchaser or the Surviving Corporation and its Subsidiaries to adequately respond to such request. Any Dispute Notice which must set forth in reasonable detail (i) any item on the Proposed Final Closing Balance Sheet or the Proposed Final Closing Statement which the EquityholdersSellers’ Representative believes has not been prepared in accordance with this Agreement and the proposed correct amount of such item (each, a “Disputed Item”) and (ii) the EquityholdersSellers’ Representative’s alternative calculation of the Closing Net Working Capital, the Closing Cash BalanceAmount, Closing Debt Amount and/or the Seller Transaction Tax Benefits, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase PriceExpenses, as applicablethe case may be. Any item or amount to which no dispute is raised in the Dispute Notice will be final, calculated in accordance conclusive and binding on the parties hereto for purposes of this Section 2.12 on such thirtieth (30th) calendar day. Any Dispute Notice must specify, with reasonable particularity, all facts that form the principles set forth in Section 3.04(b) abovebasis of such disagreements and documents relied upon by the Sellers’ Representative as forming the basis of such disagreement.