Common use of Notice of Disagreement Clause in Contracts

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. The Closing Adjustment Certificate and the Outstanding Gift Card Liability Statement shall become final and binding upon the Parties on the earlier of the date that is (i) fifteen (15) days after receipt thereof by Buyers and (ii) ten (10) days after the expiration of the thirty (30)-day time period specified in Section 2.4(b) in the event Sellers do not deliver a Closing Adjustment Certificate within such time period (the “Final Settlement Date”) that is fifteen (15) days following receipt thereof by Seller unless Seller gives Buyers give written notice of its disagreement (“Notice of Disagreement”) to Buyer Sellers 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 assertedsuch disagreement. If a Notice of Disagreement is received by BuyerSellers, 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 Sellers and Buyer Buyers 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. The Closing Adjustment Certificate and the Outstanding Gift Card Liability Statement or Funds Flow Schedule, as applicable, shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is fifteen the earlier of (15i) sixty (60) days following after receipt thereof of the Closing Adjustment Certificate by Seller Seller, unless Seller gives written notice of its disagreement (“Notice of Disagreement”) to Buyer on or 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 (ii) the expiration of the sixty (60)-day period specified in Section 2.4(b) in the event Buyer does not deliver a Closing Adjustment Certificate to the extent consistent with GAAP, the Accounting MethodologySeller within such sixty (60)-day period. Any Notice of Disagreement shall specify in reasonable detail the dollar amount, nature and basis of any such disagreement so assertedand Seller’s proposed changes to the Closing Adjustment Certificate and the components thereof. 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 Certificate, 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 ArbitratorIndependent Accounting Firm.

Notice of Disagreement. The Closing Adjustment Certificate and the Outstanding Gift Card Liability Statement or Funds Flow Schedule, as applicable, shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is fifteen the earlier of (15i) forty-five (45) days following after receipt thereof of the Closing Adjustment Certificate by Seller 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 (ii) the expiration of the seventy-five (75)-day period specified in Section 2.4(b) in the event Buyer does not deliver a Closing Adjustment Certificate to the extent consistent with GAAP, the Accounting MethodologySeller within such seventy-five (75)-day period. Any Notice of Disagreement shall specify in reasonable detail the dollar amount, nature and basis of any disagreement so assertedsuch disagreement. 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 Certificate, 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 ArbitratorIndependent Accounting Firm.