Common use of Notice of Disagreement Clause in Contracts

Notice of Disagreement. The Closing Balance Sheet shall become final and binding upon the parties on the thirtieth (30th) day following delivery 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 30-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 "Accounting Firm") for review and resolution any and ll matters that remain in dispute and which were properly included in 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 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 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 be borne 50% by Buyer and 50% by Seller.

Notice of Disagreement. The Closing Balance Sheet Shareholders shall become final and binding upon have thirty (30) days after receipt of the parties on the thirtieth (30th) day following delivery thereof unless Seller gives Earnings Report to assert any disagreements with such items by 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"”). If such notice is not given within such thirty (30) prior to such datedays, 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 of any disagreement so asserted. During the 30 days immediately forty-five (45) day period following the delivery of any Notice of Disagreement, Seller and Buyer the parties shall negotiate attempt in good faith to amicably resolve in writing any differences, which they may have with respect to any matter their differences specified in such the Notice of Disagreement. At If, at the end of such 30forty-five (45) day period (the parties have not reached agreement on such matters, either Buyer or such longer period on which Seller and Buyer may from time to time agree in writing), Seller and Buyer the Shareholders shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and ll matters that remain in dispute and which were properly included for arbitration by an agreed upon accounting firm (“Arbitrating Accountants”) whose determination shall be (i) in any Notice of Disagreementwriting, (ii) furnished to Buyer and the Accounting Firm shall reach a final, binding resolution of all matters which remain Shareholders as soon as practicable (and in dispute. The Accounting Firm shall be such 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 no event later than thirty (1530) days after submission of the dispute to such firm, the Arbitrating Accountants); (iii) made in accordance with the preparation of the Earnings Report; and in all events, within (iv) nonappealable and incontestable by Buyer and the Shareholders and not subject to collateral attack for any reason other than manifest error or fraud. The fees and expenses of the 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 following such submission. The cost of any arbitration (including the fees and expenses after submission of the Accounting Firm) pursuant dispute to the Arbitrating Accountants in accordance with this Article II shall be borne 50% by Buyer and 50% by SellerAgreement.

Notice of Disagreement. 6.2.1 The Closing Balance Sheet Financial Statements shall be deemed accepted by the Purchaser and shall become final and binding upon the parties on Parties unless the thirtieth Purchaser, within thirty (30th30) day Business Days following delivery thereof unless Seller gives written notice the receipt of the Closing Financial Statements from the Sellers, objects to Buyer the Sellers in writing, describing the deviations in fixed amounts and in detail the backgrounds and reasons for each of its disagreement with those items to which the method of presentation thereof or with Purchaser objects (the determination of any amount thereon (a "“Notice of Disagreement") prior ”). The Purchaser shall be deemed to such date. Any Notice of Disagreement shall specify have agreed with all items and amounts to which it does not object in reasonable detail the nature of any disagreement so asserted. During the 30 days immediately following the delivery of any Notice of Disagreement, Seller which items and Buyer amounts shall negotiate become binding among the Parties. 6.2.2 In the event the Purchaser delivers a Notice of Disagreement within the time period set out in Clause 6.2.1, the Parties shall use reasonable good faith efforts to resolve the dispute within ten (10) Business Days after the delivery of the Notice of Disagreement. 6.2.3 If the Sellers and the Purchaser are unable to resolve such dispute within such ten (10) Business Days, then the following provisions shall apply: (a) The items that are set out in the Notice of Disagreement and which have not been resolved (the “Disputed Matters”) may be submitted by any Party to an internationally recognized accounting firm mutually acceptable to Purchaser and Sellers (the “Accounting Firm”). The Parties will agree in good faith to resolve in writing any differences, which they may have with respect to any matter specified in such Notice on a scope of Disagreement. At assignment for the end of such 30-day period Accounting Firm. (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 b) If the Accounting Firm does not confirm that it will act as the accounting firm in accordance with the provisions set forth herein within ten (10) Business Days after the "Disputed Matters have been submitted to it, another internationally recognized firm of independent public accountants shall act as the Accounting Firm either as mutually agreed between the Sellers and the Purchaser or, if such an agreement is not reached within an additional ten (10) Business Days, as appointed, upon the request of either the Sellers or the Purchaser, by the President of the Austrian Chamber - 30 - of Accountants, Vienna (Xxxxxx der Wirtschaftstreuhänder) on terms reasonably acceptable to such Accounting Firm". (c) for review and resolution any and ll matters that remain in dispute and which were properly included in any Notice of DisagreementThe Purchaser, the Sellers and the Accounting Firm shall reach a finalbe given reasonable access to all relevant records of the Group Companies to calculate Cash, binding resolution Financial Indebtedness and Net Working Capital as well as the other Purchase Price Items as of all matters which remain in dispute. the Closing Date. (d) The Sellers and the Purchaser will have an opportunity to present to the Accounting Firm shall be any material relating to the determination of the Disputed Matters and to discuss such nationally-recognized independent public accounting firm as shall be mutually agreed upon by matters with the parties hereto in writing. Accounting Firm. (e) The Accounting Firm shall be instructed to use promptly deliver to the other Parties copies of all reasonable efforts documents and other data made available to issue its determination within fifteen the Accounting Firm by the Sellers or the Purchaser, as applicable. (15f) days after submission The Accounting Firm shall act as an expert (Schiedsgutachter), and not as an arbitrator (Schiedsrichter), to calculate, based solely on the written submissions by the Parties and not by independent investigation, the Purchase Price Items as of the dispute to such firmClosing Date and shall be instructed that its calculation (i) must be made in accordance with the standards and definitions in this Agreement, and (ii) with respect to each item in all eventsdispute, must be within the range of values established for such item by the Notice of Disagreement and the Closing Financial Statements. The Accounting Firm shall submit such calculation to the Parties as soon as practicable, but in any event within thirty (30) days following such submissionBusiness Days after the Disputed Matters are submitted to the Accounting Firm. Absent manifest errors, the determination by the Accounting Firm of the Purchase Price Items as set forth in a written notice delivered to the Sellers and the Purchaser by the Accounting Firm in accordance with this Agreement shall be final, binding and conclusive upon the Parties and shall not be subject to any appeal. The cost Sellers and the Purchaser shall each pay their internal costs and expenses in connection with the preparation, review and agreement or determination of any arbitration (including the Closing Financial Statements. All fees and expenses disbursements of the Accounting Firm) pursuant to this Article II Firm due in connection with the provision of the services contemplated hereunder shall be borne 50% shared between the Sellers and the Purchaser in the proportion they have prevailed in or lost their case, thereby applying the provisions of Sections 41 et. seq. of the Austrian Code of Civil Procedures (Zivilprozessordnung) by Buyer analogy. In its expert opinion, the Accounting Firm shall finally decide in which proportion the Parties shall bear the Accounting Firm’s fees and 50% by Sellerto the extent disputed between the Parties, the Accounting Firm shall further decide in which proportion the Parties shall bear the reasonable external costs of the Sellers and the Purchaser in connection with the Closing Financial Statements.

Notice of Disagreement. The Closing Balance Sheet During such period, Principal Seller and its advisors, including its independent auditors, shall become final and binding upon have access to the parties on the thirtieth (30th) day following delivery thereof unless Seller gives written notice to Buyer working papers of its disagreement Purchaser and, if applicable, of Purchaser's independent auditors prepared in connection 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, provided that Principal Seller and Buyer its advisors, including its independent auditors, have executed all release letters reasonably requested by Purchaser's independent auditors in connection therewith. During such period, Purchaser shall negotiate also provide Principal Seller 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 personnel and properties of the Acquired Business, in good faith to resolve each case for the purpose of assisting Principal Seller in writing resolving any differences, which they may have differences between Principal Seller and Purchaser with respect to any matter the matters specified in such the Notice of Disagreement. At the end of such 30-day period (or such longer period on which period, Principal Seller and Buyer may from time to time agree in writing), Seller and Buyer Purchaser shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution arbitration any and ll all matters that remain in dispute and which were properly included in any the Notice of DisagreementDisagreement in accordance with clause (ii) of the fourth sentence of this Section 1.07(b), and in the Accounting Firm shall reach form of a final, binding resolution of all matters which remain in disputewritten document. The Accounting Firm shall be BDO Seidman, LLP or, if such nationally-firm is unable or unwilling to act, sucx xxxxx nationally recognized independent public accounting firm as shall be mutually agreed upon by the parties hereto in writing. The Principal Seller and Purchaser shall jointly instruct the Accounting Firm that it (i) shall be instructed act as an expert and not as an arbitrator, (ii) shall review only the matters that were included in the Notice of Disagreement in accordance with clause (ii) of the fourth sentence of this Section 1.07(b) and which Principal Seller or Purchaser submits to use all reasonable efforts to issue the Accounting Firm, (iii) shall make its determination based upon the terms and conditions set forth in this Section 1.07 and within fifteen the range of (15x) 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 submission 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 firm, and in all events, within thirty (30) days following such submissiondetermination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm) Firm incurred in rendering any judgment pursuant to this Article II Section 1.07 shall be borne 50% by Buyer Purchaser and 50% 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.