Negative Response Notice Clause Samples

Negative Response Notice. If a Response Notice is given within the Response Period and states that the Seller disagrees with the Draft Aggregate Revenues Statement and/or the Draft Earn‑Out Statement, then: 6.1 only those items detailed as disputed in the Response Notice (together, "Disputed Items") shall be treated as being in dispute, and the Purchaser and the Seller shall be deemed to have agreed all other items in the Draft Aggregate Revenues Statement and the Draft Earn‑Out Statement; 6.2 the Purchaser and the Seller shall endeavour to agree the Disputed Items in good faith; 6.3 if all of the Disputed Items are resolved by agreement between them, the Purchaser and the Seller shall promptly sign a joint statement which: 6.3.1 appends copies of the Draft Aggregate Revenues Statement and the Draft Earn‑Out Statement for the relevant period each adjusted to reflect all the Disputed Items as so agreed; and 6.3.2 confirms that such accounts and statement respectively constitute the Aggregate Revenues Statement and the Earn‑Out Statement for the relevant Period; 6.4 if within 20 Business Days of receipt of the Response Notice, the Purchaser and the Seller have not agreed the Disputed Items in accordance with paragraph 6.3: 6.4.1 where relevant, the Purchaser and the Seller shall promptly sign a joint statement which: 6.4.1.1 sets out the Disputed Items (if any) that have been agreed between them; and 6.4.1.2 appends copies of the Draft Aggregate Revenues Statement and the Draft Earn‑Out Statement, adjusted to reflect any Disputed Item as so agreed; and 6.4.2 the remaining Disputed Items shall be referred for determination by an Expert in accordance with the provisions of part 3 upon the written request of either the Purchaser or the Seller; and