Payment and Dispute Procedures. 4.1 Payment will normally be made monthly, being authorised at the Parish Council meeting on the first Tuesday of the month, following receipt of an invoice detailing work during the previous month.
Payment and Dispute Procedures. (i) Promptly after Buyer receives the ISG consolidated audited financial statements for the twelve-month period for each earn-out period and no later than 90 days after the end of the twelve-month period for each earn-out period, Buyer will deliver to Seller a notice setting forth Buyer’s determination of Revenue or EBITDA, as applicable, for the applicable earn-out period and stating whether Seller is entitled to the applicable Earn-Out Payment. If the notice provides that Seller is entitled to an Earn-Out Payment, and Seller does not timely dispute such amount, Buyer shall make the applicable Earn-Out Payment by the later of (A) March 31 of the year following the applicable earn-out period and (B) within 10 Business Days of the notice. If the notice provides that Seller is not entitled to an Earn-Out Payment, or if Seller otherwise disagrees with Buyer’s determination, Seller shall notify Buyer no later than 30 calendar days after the applicable notice is delivered of its objections and the basis therefor. Failure of Seller to notify Buyer of concurrence or disagreement with the matters set forth in the notice within 30 calendar days after delivery of the notice shall be deemed to be concurrence. If an objection is made, Buyer and Seller will negotiate in good faith to reach an agreement regarding the matters in dispute; provided that Buyer shall pay to Seller the undisputed amount in accordance with the second sentence of this Section 2.08(h)(i). Buyer agrees to provide Seller promptly upon request with all reasonable documents related to Buyer’s calculations for the applicable earn-out period. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve all matters in dispute within 15 Business Days after Seller advises Buyer of its objections, then any remaining disputed matters will be finally and conclusively determined by the Independent Accountants and the Independent Accountants’ determination shall be based upon and consistent with the terms and conditions of this Agreement. The Independent Accountants will determine (based solely on presentations by Buyer and Seller and not by independent review) only those matters in dispute and will render a written report as to the disputed matters, which report will be final, conclusive, non-appealable and binding upon the parties. All fees and expenses of the Independent Accountants shall be paid by the parties in the same manner as set forth in Section 2.06(c)(iv). If the Independent Accou...
