REPORTS AND DISPUTES Sample Clauses

REPORTS AND DISPUTES. (a) The Company shall within thirty business days after the Closing Date deliver to each Shareholder a schedule setting forth the computation of any reduction and a copy of the financial information used in making such computation. The Company's computation of any reduction under this Section 3 shall be conclusive and binding upon the parties hereto unless, within thirty business days following the Shareholders' receipt of the aforedescribed payment and information, Shareholders who formerly held at least of a majority of the Company Stock notify LVCI in writing (the "Shareholders' Notice") that they disagree with the Company's computation of the reduction. Such notice by the Shareholders shall include a schedule setting forth the Shareholders' computation of the reduction, together with a copy of any financial information, other than that previously supplied by the Company to the Shareholders, used in making the Shareholders' computation. (b) The Shareholders' computation of the reduction under this Section 3 shall be conclusive and binding upon the parties hereto unless, within thirty business days following LVCI's receipt of the Shareholders' Notice, LVCI notifies the Shareholders in writing that it disagrees with the Shareholders' computation of the reduction. If LVCI disagrees with the Shareholders' computation of the reduction, LVCI and the Shareholders providing such Shareholders' Notice shall request a national firm of independent certified public accountants mutually agreeable to LVCI and such Shareholders to compute the amount of the reduction as promptly as possible, which computation shall be conclusive and binding upon LVCI and all of the Shareholders. In the event that LVCI and the Shareholders providing such Shareholders' Notice cannot agree on such a national firm of independent certified public accountants, then the name of the national accounting firms, exclusive of any such firm which is rendering or has within the past three years rendered services to LVCI, the Company or the Major Shareholders or their Affiliates, shall be selected by lottery until one such firm is willing to compute the disputed reduction for purposes of this Agreement. In the event that either LVCI's or the Shareholders' computation is deemed substantially correct by such national accounting firm, then the party who challenged such computation shall exclusively bear the costs associated with retaining the national accounting firm. If neither LVCI's nor the Shareholde...
Sample 1
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REPORTS AND DISPUTES. (a) For purposes of calculating the Contingent Payments: (i) within 60 days after the Closing Date, Sellers shall deliver to Buyer a Statement of Revenues of Subsidiary for the period of January 1, 2003 through the Closing Date, and (ii) at least 20 Business Days before a Contingent Payment is due, Buyer shall deliver to Subsidiary an audited Statement of Revenues of Acquisition Sub (the statements delivered pursuant to clauses (i) and (ii) being called the "Revenues Statements"). The Revenues Statements shall set forth the Net Sales, Gross Margins and the Proprietary Sales for the period to which the Revenues Statements relate, together with such detailed information as is reasonably relevant to understand the basis for the computation of the Net Sales, Gross Margins and Proprietary Sales and the amount of the payment, if any, of a Contingent Payment for the applicable period. (b) Within 20 days of receipt of Buyer's Revenues Statement and Buyer's determination of the applicable Contingent Payment, Sellers shall inform Buyer in writing of any exceptions to Buyer's Revenues Statement and Contingent-Payment calculation. Unless Sellers deliver to Buyer within such 20-day period a letter specifying in reasonable detail such exceptions, Buyer's Revenues Statement and Contingent-Payment calculation delivered by Buyer shall be conclusive and binding on the parties. Sellers and their representatives shall be given reasonable access to the books, records, accountants and employees of Buyer, including all supporting documents and work papers used in the preparation of the Revenues Statement. If Sellers deliver to Buyer a letter setting forth any such exceptions within such 20-day period, then Sellers and Buyer shall promptly endeavor to resolve the matters in dispute and, if they fail to reach an agreement with respect to such matters on or before the twentieth day after receipt by Buyer of the dispute letter from Sellers, then Sellers may retain a firm of certified public accountants (which has not rendered services to either Buyer or Parent for at least three years), to review the Revenues Statement and deliver its opinion thereon to Sellers. The fees and expenses of the auditing firm shall be paid by Sellers unless the auditing firm determines that the Contingent-Payment calculation delivered by Buyer contained a variance of more than 5% from the Contingent-Payment calculation of the auditing firm, in which case, Buyer will pay the fees and expenses of the audit...
Sample 1
REPORTS AND DISPUTES. (a) Not later than fifteen (15) days following the end of each calendar month, Digi shall deliver to Securityholder Agent (as defined in Section 4.5(h)) monthly income statements setting forth the results of operations for Surviving Corporation for the applicable monthly period and for the cumulative period from the beginning of the fiscal year through the end of such month, all prepared in accordance with GAAP on a basis consistently applied by Digi for all of its business units (the "Monthly Statements"). The Monthly Statements shall contain such detailed information as can be generated by Digi's accounting software and as may be reasonably requested by the Securityholder Agent from time to time and shall set forth, at a minimum, the Revenue to be recognized for the applicable periods by SKU and by customer and the cost of goods and operating expenses together with any adjustments to such income statement in accordance with Sections 4.4(f)(i) - (v)
Sample 1

Related to REPORTS AND DISPUTES

  • Complaints and Disputes 28.1. If the Client wishes to report a complaint, he must send an email to the Company with the completed “Complaints Form” found on the Website. The Company will try to resolve it without undue delay and according to the Company’s Complaints Procedure for Clients. 28.2. If a situation arises which is not expressly covered by this Agreement, the Parties agree to try to resolve the matter on the basis of good faith and fairness and by taking such action as is consistent with market practice. 28.3. The Client’s right to take legal action remains unaffected by the existence or use of any complaints procedures referred to above.

  • LAW AND DISPUTES This agreement is governed by Federal law. (i) Any language purporting to subject the U.S. Government to the laws of a U.S. state, U.S. territory, district, or municipality, or foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted. (ii) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted. (iii) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted.

  • JURISDICTION AND DISPUTES A. This agreement shall be governed by the ------------------------- State of Pennsylvania. B. All disputes hereunder shall be resolved in the applicable state or federal courts of Pennsylvania. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. The parties reserve the right to mutually agree to binding arbitration in accordance with the policies of the American Arbitration Association.

  • Complaints and Dispute Resolution 16.1 Where a dispute arises in connection with any aspect of this Agreement, the parties acting with good faith, will use all reasonable endeavours to bring any such issue to the attention of the other party in a timely fashion and in any event within 60 days of any such dispute coming to their attention. 16.2 Notification by one party to the other must be in writing and include the nature of the dispute and the desired resolution. 16.3 If a Supplier wishes to notify ACM of a dispute in connection with this Agreement, any such notification should be made by email to xxxxxxxxxx@xxxxxx.xxx.xx. 16.4 Within seven days of receipt of a notification in accordance with clause 16.2, a party will provide a response in writing including setting out steps it intends to take to resolve the dispute. 16.5 If, after attempting to resolve the dispute for a period of at least 60 days, the parties are not reconciled, they agree to then participate in a mediation to be conducted in accordance with the Code. 16.6 If, after undertaking mediation in accordance with the Code, the parties are still not reconciled, they may then submit to an arbitration to be conducted in accordance with the Code. 16.7 Unless otherwise agreed in writing, the parties shall each bear their own legal costs associated with any mediation and/or arbitration pursuant to this Agreement. 16.8 Nothing in this clause will prevent a party from seeking an injunction.

  • Claims and Disputes A. Claims by the CONTRACTOR must be made in writing to the COUNTY within two (2) business days, unless another provision of this Agreement sets forth a different time frame, after the commencement of the event giving rise to such claim or the CONTRACTOR will be deemed to have waived the claim. All claims will be priced in accordance with the section in this document entitled “Changes in the Scope of Services”. B. The CONTRACTOR shall proceed diligently with its performance as directed by the COUNTY, regardless of any pending claim, action, suit, or administrative proceeding, unless otherwise agreed to by the COUNTY in writing. The COUNTY shall continue to make payments on the undisputed portion of the contract in accordance with the contract documents during the pendency of any claim. C. Claims by the CONTRACTOR will be resolved in the following manner: (1) Upon receiving the claim and supporting data, the COUNTY will within fifteen (15) calendar days respond to the claim in writing stating that the claim is either approved or denied. If denied, the COUNTY will specify the grounds for denial. The CONTRACTOR will then have fifteen (15) calendar days in which to provide additional supporting documentation, or to notify the COUNTY that the original claim stands as is.

  • Governing Law and Disputes 12.1 The Parties will make good faith efforts to resolve, in a confidential manner, any dispute which may arise under the Agreement, by escalating it to higher levels of management, prior to resorting to litigation or other legal process.

  • Applicable law and disputes The contract is governed by, and shall be construed in accordance with the laws of the Contracting Authority’s country. Any dispute or breach of contract arising under this contract shall be solved amicably if at all possible. If not possible and unless provided in the Service Contract, it shall be settled finally by court decision, which shall be held under the law of the Contracting Authority’s country. Any ruling by the court will be final and directly executable in the country of the Contractor.

  • Applicable Laws and Dispute Resolution a. The formation, validity, interpretation and performance of and settlement of disputes under this Agreement shall be governed by the laws of the PRC. b. Any dispute, conflict, or claim arising in connection with the interpretation and performance of the provisions of this Agreement (including any issue relating to the existence, validity, and termination of this Agreement) shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties within thirty (30) days after a Party makes a request for dispute resolution through negotiations, any Party may refer such dispute to a competent court having legal jurisdiction over the registration place of Party A. The Parties agree to submit to the jurisdiction of such court. The Parties agree that the dispute and any court proceedings shall be kept confidential and that the existence of the proceedings and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the court, the Parties, their counsels and any person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings or as required by the rules of the U.S. Securities and Exchange Commission, the NASDAQ stock market rules or the rules of any other quotation system or exchange on which the securities of the disclosing Parties or their affiliates are listed or as otherwise required by applicable law. The Parties further agree to request that the court conduct any proceedings in closed session and to keep the existence of the proceedings and any element of it, including the decision of the court, confidential and refrain from publishing or otherwise disclosing any of the foregoing information to the public, except as may be lawfully required in judicial proceedings or as otherwise required by applicable law.

  • Public Statements and Disclosure The initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its Representatives, on the one hand, and Parent and Merger Sub and their respective Representatives, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue any press release or make any public announcement or statement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, that to the extent such release or announcement is required by applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, the party required to make the release, announcement or statement shall use reasonable best efforts to consult with the other Party about, and allow the other Party reasonable time (taking into account the circumstances) to comment on, such release, announcement or statement in advance of such issuance. Notwithstanding the foregoing, neither Parent nor the Company will be obligated to engage in such consultation with respect to communications that are (i) principally directed to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent with previous public disclosures made by the Parties in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication.

  • Permitted Uses and Disclosures of PHI and the third party notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

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