Notice of Disagreement. In the event that the Reinsurer has any disagreement with any of the Annual Expense Reimbursement Factor Documents or the Triennial Study Documents, as applicable, the Reinsurer shall give written notice of all such disagreements (a “Notice of Disagreement”) to the Company within thirty (30) days after the Annual Expense Reimbursement Factor Documents or the Triennial Study Documents, as applicable, are delivered to the Reinsurer. Any Notice of Disagreement shall set forth each item in disagreement and shall provide reasonable specificity as to the basis for each disagreement and shall specify the total adjustment to the Annual Expense Reimbursement Factor, as proposed by the Company as a result of such items in disagreement.
Notice of Disagreement. The Closing Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is forty-five (45) days following receipt thereof by the Equityholders’ Representative unless the Equityholders’ Representative gives written notice of its disagreement (“Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the dollar amount, nature and basis of any disagreement so asserted and any portion of the Closing Statement not subject to any disagreement shall be deemed to be final as set forth in the Closing Statement. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Statement (as revised in accordance with Section 2.7(d) below, if applicable) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which the Equityholders’ Representative and Parent agree in writing with respect to all matters specified in the Notice of Disagreement and (ii) the date upon which the Final Closing Statement is issued by the Arbitrator.
Notice of Disagreement. The Parties acknowledge and agree that the performance of certain of the agreements contained herein is to be undertaken in a mutual and cooperative fashion, and, to ensure such cooperative effort, each Party agrees promptly to notify the other of disagreements arising hereunder and to act in good faith to promptly resolve such disagreements.
Notice of Disagreement. During the 15 Business Day period following the Seller’s receipt of the Closing Balance Sheet, the Closing A/R Schedule and the Adjustments Statement, and thereafter until such items are finalized, the Buyer and the Company shall use their commercially reasonable efforts to provide the Seller and its Representatives with access to the working papers of the Buyer and the Company and their respective Representatives relating to the Closing Balance Sheet, the Closing A/R Schedule and the Adjustments Statement, and the Buyer shall cooperate with the Seller and its Representatives to provide them with any other information used in preparing the Closing Balance Sheet, the Closing A/R Schedule and the Adjustments Statement reasonably requested by the Seller or its Representatives. The Closing Balance Sheet, the Closing A/R Schedule and the Adjustments Statement shall become final and binding on the 15th Business Day following delivery thereof, unless prior to the end of such period, the Seller delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any disputed item. The Seller shall be deemed to have agreed with all items and amounts in the Closing Balance Sheet, the Closing A/R Schedule and the Adjustments Statement not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.3(e) or otherwise. Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts reflected on the Closing Balance Sheet not being calculated in accordance with this Section 2.3.
Notice of Disagreement. The Closing Adjustment Certificate and the Outstanding Gift Card Liability Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is fifteen (15) days following receipt thereof by Seller unless Seller gives written notice of its disagreement (“Notice of Disagreement”) to Buyer prior to such date; provided, however, that any disagreement shall be limited to mathematical errors and/or calculations of amounts not in accordance with GAAP, and to the extent consistent with GAAP, the Accounting Methodology. Any Notice of Disagreement shall specify in reasonable detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Buyer, then the Closing Adjustment Certificate and/or the Outstanding Gift Card Liability Statement (each, as revised in accordance with paragraph (d) below, if applicable) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Closing Adjustment Certificate and/or the Outstanding Gift Card Liability Statement and (ii) the date upon which the Final Adjustment Certificate and/or the Final Outstanding Gift Card Liability Statement is issued by the Adjustment Amount Arbitrator.
Notice of Disagreement. In the event that the Company has any disagreement with any of the Annual Expense Reimbursement Factor Documents or the Triennial Study Documents, as applicable, the Company shall give written notice of all such disagreements (a “Notice of Disagreement”) to GNA within thirty (30) days after the Annual Expense Reimbursement Factors Documents or the Triennial Study Documents, as applicable, are delivered to the Company. Any Notice of Disagreement shall set forth each item in disagreement and shall provide reasonable specificity as to the basis for each disagreement and shall specify the total adjustment to the Annual Expense Reimbursement Factors as proposed by GNA as a result of such items in disagreement.
Notice of Disagreement. The term "Notice of Disagreement" shall have the meaning ascribed thereto in SECTION 9.2.
Notice of Disagreement. During the 15 Business Day period following the Sellers’ Representative’s receipt of the Closing Balance Sheet, the Closing A/R Schedule and the Adjustments Statement, and thereafter until such items are finalized, the Buyer and the Company shall use their commercially reasonable efforts to provide the Sellers’ Representative and its Representatives with access to the working papers of the Buyer, the Company and the Subsidiary and their respective Representatives relating to the Closing Balance Sheet, the Closing A/R Schedule and the Adjustments Statement, and the Buyer shall cooperate with the Sellers’ Representative and its Representatives to provide them with any other information used in preparing the Closing Balance Sheet, the Closing A/R Schedule and the Adjustments Statement reasonably requested by the Sellers’ Representative or its Representatives. The Closing Balance Sheet, the Closing A/R Schedule and the Adjustments Statement shall become final and binding on the 15th Business Day following delivery thereof, unless prior to the end of such period, the Sellers’ Representative delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any disputed item. The Sellers’ Representative shall be deemed to have agreed with all items and amounts in the Closing Balance Sheet, the Closing A/R Schedule and the Adjustments Statement not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.3(e) or otherwise. Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts reflected on the Closing Balance Sheet not being calculated in accordance with this Section 2.3.
Notice of Disagreement. If Sellers disagree with the Closing Net Working Capital set forth in the Closing Statement, Sellers may, within thirty (30) days after Sellers’ receipt of the Closing Statement, provide notice to Purchaser in writing setting forth Sellers’ disagreement therewith and Sellers’ calculation of Closing Net Working Capital (such notice, a “Sellers Notice of Disagreement”). Any Sellers Notice of Disagreement shall specify in reasonable detail those items or amounts as to which Sellers disagree, the nature and extent of such disagreement and Sellers’ resulting calculation of the Closing Net Working Capital. Sellers shall be deemed to have agreed with all other items and amounts contained in the Closing Statement. If Purchaser does not receive a Sellers Notice of Disagreement within such thirty (30) day period, Sellers shall be deemed to have accepted the Closing Statement with respect to all items set forth therein as of the expiration of such thirty (30) day period, and the Closing Net Working Capital set forth in the Closing Statement shall be final and binding on the Parties.
Notice of Disagreement. 10.04 The Minister, the Centrale, the Federation, the Union or an HCE may submit a Notice of Disagreement. An HCE may only submit a Disagreement that concerns him or her personally.
