Common use of Notice of Disagreement Clause in Contracts

Notice of Disagreement. The Closing Adjustment Certificate or Funds Flow Schedule, as applicable, shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is the earlier of (i) sixty (60) days after receipt of the Closing Adjustment Certificate by Seller, unless Seller gives written notice of its disagreement (“Notice of Disagreement”) to Buyer on or prior to such date, 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 Seller 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 and 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 (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 (ii) the date upon which the Final Adjustment Certificate is issued by the Independent Accounting Firm.

Notice of Disagreement. The Closing Adjustment Certificate or Funds Flow Schedule, as applicable, 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 the earlier of (i) sixty (60) days after receipt of the Closing Adjustment Certificate by Seller, unless Seller gives Buyers give written notice of its disagreement (“Notice of Disagreement”) to Buyer on or Sellers prior to such date, 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 Seller 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 and Seller’s proposed changes to the Closing Adjustment Certificate and the components thereofdisagreement. If a Notice of Disagreement is received by BuyerSellers, then the Closing Adjustment Certificate (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, Certificate and (ii) the date upon which the Final Adjustment Certificate is issued by the Independent Accounting FirmArbitrator.

Notice of Disagreement. The Closing Adjustment Certificate or Funds Flow Schedule, as applicable, shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is the earlier of (i) sixty forty-five (6045) days after receipt of the Closing Adjustment Certificate by Seller, unless Seller gives written notice of its disagreement (“Notice of Disagreement”) to Buyer on or prior to such date, and (ii) the expiration of the sixty seventy-five (60)-day 75)-day period specified in Section 2.4(b) in the event Buyer does not deliver a Closing Adjustment Certificate to Seller within such sixty seventy-five (60)-day 75)-day period. Any Notice of Disagreement shall specify in reasonable detail the dollar amount, nature and basis of any such disagreement and Seller’s proposed changes to the Closing Adjustment Certificate and the components thereofdisagreement. If a Notice of Disagreement is received by Buyer, then the Closing Adjustment Certificate (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 (ii) the date upon which the Final Adjustment Certificate is issued by the Independent Accounting Firm.

Notice of Disagreement. The Closing Adjustment Certificate or Funds Flow Schedule, as applicable, and the Outstanding Gift Card Liability Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is the earlier of fifteen (i) sixty (6015) days after following receipt of the Closing Adjustment Certificate thereof 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) to the expiration of extent consistent with GAAP, the sixty (60)-day period specified in Section 2.4(b) in the event Buyer does not deliver a Closing Adjustment Certificate to Seller within such sixty (60)-day periodAccounting Methodology. Any Notice of Disagreement shall specify in reasonable detail the dollar amount, nature and basis of any such disagreement and Seller’s proposed changes to the Closing Adjustment Certificate and the components thereofso 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, 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 Independent Accounting FirmAdjustment Amount Arbitrator.