Non-Acceptance, Resolution of Disputes Sample Clauses

Non-Acceptance, Resolution of Disputes. (a) If Buyer does object to the Closing Amount shown on the Closing Statement, then Buyer and Dexter shall promptly endeavor to agree upon the proper amount of the items in dispute. If a written agreement determining all disputed items has not been reached within 30 calendar days after the date of receipt by Dexter from Buyer of Buyer's notice of objection thereto, then either Dexter or Buyer may, by notice to the other, submit for determination by arbitration in accordance with this Section the question of what adjustments, if any, must be made to each unresolved disputed item in order for the Closing Amount to be determined in accordance with the provisions of this Agreement.
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Non-Acceptance, Resolution of Disputes. (a) If Buyer objects to the Closing Net Amount shown on the Closing Statement or the Contribution Margin Adjustment as shown on Grace's statement under Section 4.A(c)(i) within the time period specified in Section 4.5, then Buyer and Grace shall promptly endeavor to agree upon the proper amount of all items in dispute. If a written agreement resolving any disputed item has not been reached within 45 calendar days after the date of receipt by Grace of Buyer's notice of objection to the Closing Net Amount or the Contribution Margin Adjustment, then either Grace or Buyer may, by notice to the other refer their differences to a "Big Six" accounting firm to be agreed upon, other than Price Waterhouse or Buyer's independent accountants (the "CPA Firm"). The CPA Firm, acting as experts and not as arbitrators, shall determine in accordance with the terms of this Article the differences so submitted, including the determination of what adjustments, if any, must be made in one or more of the items reflected in the Closing Statement delivered by Grace pursuant to Section 4.4 in order for the Closing Net Amount to be determined in accordance with the provisions of this Agreement or in one or more components of the Contribution Margin Adjustment as shown on the statement delivered by Grace under Section 4.A(c)(i) in order for the Contribution Margin Adjustment to be determined in accordance with the provisions of this Agreement. In any determination by the CPA Firm of an adjustment to the Contribution Margin Adjustment, Grace shall have the burden of proving the extent to which any shortfall was caused by a Non-Recurring Event. The determination of the CPA Firm shall be determined in accordance with the provisions of this Agreement and shall be final and binding on all parties to this Agreement.
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Non-Acceptance, Resolution of Disputes. (a) If Buyer does object to the Closing Working Capital Amount shown on the Closing Statement, then Buyer and Grace shall promptly endeavor to agree upon the proper amount of the items in dispute. If a written agreement determining any disputed item has not been reached within 45 calendar days after the date of receipt by Grace from Buyer of Buyer's notice of objection thereto, then either Grace or Buyer may, by notice to the other, submit for determination by arbitration in accordance with this Section the question of what adjustments, if any, must be made to Grace's determination of the Closing Working Capital Amount in order for it to be determined in accordance with the provisions of this Agreement.
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Non-Acceptance, Resolution of Disputes. (i) If the Seller objects to the Closing Date Total Net Balance Sheet Amount shown on the Closing Statement within 30 days after its receipt thereof in accordance with Section 2.10(c), then the Purchaser and the Seller shall endeavor to agree upon the proper amount of the items in dispute within 30 days after the Purchaser’s receipt of the Seller’s notice of objection. If a written agreement settling all disputed items has not been agreed by the Seller and the Purchaser within such 30-day period, then either the Seller or the Purchaser may, upon notice to the other, submit to the American Arbitration Association (the “AAA”) the determination of the Closing Date Total Net Balance Sheet Amount in accordance with this Section 2.10.
Sample 1
Non-Acceptance, Resolution of Disputes a. If Buyer objects to the Closing Date Working Capital shown on the Closing Balance Sheet, then Buyer and Seller shall promptly endeavor to agree upon the proper amount of the items in dispute. If a written agreement determining all disputed items has not been reached within 30 calendar days after the date of receipt by Seller from Buyer of Buyer's notice of objection thereto, then either Seller or Buyer may, by notice to the other, submit for determination by a Neutral Accountant in accordance with this Section the question of what adjustments, if any, must be made to each unresolved disputed item in order for the Closing Date Working Capital to be determined in accordance with the provisions of this Agreement.
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Related to Non-Acceptance, Resolution of Disputes

  • Resolution of Disputes Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

  • 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.

  • Resolution of Dispute Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.

  • Full Settlement; Resolution of Disputes (a) The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Section 6(a)(ii), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

  • 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.

  • Purchase Agreement; Arbitration of Disputes By executing this Agreement, each party agrees to be bound by the terms, conditions and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions (as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.

  • Resolution of Conflicts; Arbitration (i) In case the Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate, the Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof.

  • Resolution of Discrepancies In the event of any discrepancy between the information set forth in any report provided by the Custodian to the Company and any information contained in the books or records of the Company, the Company shall promptly notify the Custodian thereof and the parties shall cooperate to diligently resolve the discrepancy.

  • Mediation of Disputes The parties shall endeavor in good faith to settle within 90 days any controversy or claim arising out of or relating to this Agreement or the breach thereof through mediation with JAMS, Endispute or similar organizations. If the controversy or claim is not resolved within 90 days, the parties shall be free to pursue other legal remedies in law or equity.

  • Negotiation of Disputes The parties hereto shall use their best efforts to settle any Dispute through negotiation before resorting to any other means of resolution. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to all parties. If, within a period of sixty (60) days after written notice of such Dispute has been served by either party on the other, the parties have not reached a negotiated solution, then upon further notice by either party, the Dispute shall be submitted to mediation administered by the AAA in accordance with the provisions of its Commercial Mediation Rules. The onus is on the complaining party to initiate each next step in this Procedure as provided below.

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