Common use of Notice of Disagreement Clause in Contracts

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. During the 15 Business Day period following the Seller’s receipt of the Closing Balance Sheetsuch period, 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 Principal Seller and its Representatives with advisors, including its independent auditors, shall have access to the working papers of the Buyer and the Company and their respective Representatives relating to the Closing Balance SheetPurchaser and, the Closing A/R Schedule and the Adjustments Statementif applicable, and the Buyer shall cooperate of Purchaser's independent auditors prepared in connection with the Notice of Disagreement, provided that Principal Seller and its Representatives to provide them with any other information used in preparing the Closing Balance Sheetadvisors, the Closing A/R Schedule and the Adjustments Statement including its independent auditors, have executed all release letters reasonably requested by the Seller or its RepresentativesPurchaser's independent auditors in connection therewith. 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 During such period, the Purchaser shall also provide Principal Seller delivers and its advisors, including its independent auditors, with (i) all reasonably requested Records and books and records of each Acquired Subsidiary and (ii) access at all reasonable times to the Buyer written notice personnel and properties of its disagreement (a “Notice the Acquired Business, in each case for the purpose of Disagreement”) specifying assisting Principal Seller in resolving any differences between Principal Seller and Purchaser with respect to 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 matters specified in the Notice of Disagreement. At the end of such 30-day period, Principal Seller and such items Purchaser shall submit to an independent accounting firm (the "Accounting Firm") for arbitration any and amounts shall not be subject to review all matters that remain in dispute and were included in the Notice of Disagreement in accordance with clause (ii) of the fourth sentence of this Section 2.3(e1.07(b), in the form of a written document. The Accounting Firm shall be BDO Seidman, LLP or, if such firm is unable or unwilling to act, sucx xxxxx nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Principal Seller and Purchaser shall jointly instruct the Accounting Firm that it (i) or otherwise. Any shall act as an expert and not as an arbitrator, (ii) shall review only the matters that were included in the 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 clause (ii) of the fourth sentence of this Section 2.31.07(b) and which Principal Seller or Purchaser submits to the Accounting Firm, (iii) shall make its determination based upon the terms and conditions set forth in this Section 1.07 and within the range of (x) the amount of Closing Working Capital set forth in the Closing Statement and (y) the amount of Closing Working Capital set forth in the Notice of Disagreement and (iv) shall render its decision within 60 days after the referral of the dispute to the Accounting Firm for a decision pursuant hereto. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm incurred in rendering any judgment pursuant to this Section 1.07 shall be borne by Purchaser and Principal Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and expenses of Principal Seller's advisors, including its independent auditors, incurred in connection with their review of the Closing Statement and, if applicable, the Notice of Disagreement shall be borne by Principal Seller, and the fees and expenses of Purchaser's advisors, including its independent auditors, incurred in connection with their review of the Closing Statement and, if applicable, the Notice of Disagreement shall be borne by Purchaser.

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 Sheet shall become final and binding upon the parties on the 15th Business Day thirtieth (30th) day following delivery thereof, thereof unless Seller gives written notice to Buyer of its disagreement with the method of presentation thereof or with the determination of any amount thereon (a "Notice of Disagreement") prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. During the 30 days immediately following the delivery of any Notice of Disagreement, Seller and Buyer shall negotiate in good faith to resolve in writing any differences, which they may have with respect to any matter specified in such Notice of Disagreement. At the end of such period30-day period (or such longer period on which Seller and Buyer may from time to time agree in writing), Seller and Buyer shall submit to an independent accounting firm (the Seller delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”"Accounting Firm") specifying the nature for review and amount of resolution any disputed item. The Seller shall be deemed to have agreed with all items and amounts ll matters that remain in the Closing Balance Sheet, the Closing A/R Schedule dispute and the Adjustments Statement not specifically referenced which were properly included in the any Notice of Disagreement, and the Accounting Firm shall reach a final, binding resolution of all matters which remain in dispute. The Accounting Firm shall be such items nationally-recognized independent public accounting firm as shall be mutually agreed upon by the parties hereto in writing. The Accounting Firm shall be instructed to use all reasonable efforts to issue its determination within fifteen (15) days after submission of the dispute to such firm, and amounts in all events, within thirty (30) days following such submission. The cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Article II 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 2.3borne 50% by Buyer and 50% by Seller.

Notice of Disagreement. During the 15 Business Day period following the Seller’s The Shareholders shall have thirty (30) days after receipt of the Closing Balance Sheet, the Closing A/R Schedule and the Adjustments Statement, and thereafter until Earnings Report to assert any disagreements with 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 to Buyer (a “Notice of Disagreement”). If such notice is not given within such thirty (30) specifying days, the amounts reflected in the Earnings Report shall be final and binding on Buyer and the Shareholders. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disputed itemdisagreement so asserted. The Seller shall be deemed to have agreed with all items and amounts in During the Closing Balance Sheetforty-five (45) day period following the delivery of any Notice of Disagreement, the Closing A/R Schedule and the Adjustments Statement not specifically referenced parties shall attempt in good faith to amicably resolve their differences specified in the Notice of Disagreement. If, at the end of such forty-five (45) day period the parties have not reached agreement on such matters, either Buyer or the Shareholders shall submit the matters that remain in dispute for arbitration by an agreed upon accounting firm (“Arbitrating Accountants”) whose determination shall be (i) in writing, (ii) furnished to Buyer and such items the Shareholders as soon as practicable (and amounts shall not be subject in no event later than thirty (30) days after submission of the dispute to review the Arbitrating Accountants); (iii) made in accordance with Section 2.3(ethe preparation of the Earnings Report; and (iv) nonappealable and incontestable by Buyer and the Shareholders and not subject to collateral attack for any reason other than manifest error or otherwisefraud. Any Notice The fees and expenses of Disagreement may reference only disagreements based on mathematical errors or based on amounts reflected on the Closing Balance Sheet not being calculated Arbitrating Accountants shall be split 50/50 between Buyer and the Shareholders. Buyer and the Shareholders shall use its respective commercially reasonable efforts to cooperate with the Arbitrating Accountants and to cause the Arbitrating Accountants to resolve any dispute no later than thirty (30) days after submission of the dispute to the Arbitrating Accountants in accordance with this Section 2.3Agreement.