Resolution of Disputes about Working Capital Sample Clauses

Resolution of Disputes about Working Capital. The Parties shall work in good faith to resolve outstanding Objection issues (and all such discussions and written statements related thereto shall, unless otherwise agreed by such Parties, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state Laws)). If the Parties are unable to reach agreement with respect to the Final Working Capital Statement within thirty (30) days following the delivery of Purchaser’s response to an Objection, any remaining disputed items shall be referred for final binding resolution to an accounting firm mutually acceptable to Purchaser and the Sellers’ Representative or, in the absence of such agreement, by an accounting firm (with no existing or prior material business with either Sellers or Purchaser) of national reputation selected by lot. Within five (5) Business Days following the referral, each of Purchaser and the Sellers’ Representative shall submit its calculation of the Final Working Capital Statement to the accounting firm. The selected accounting firm shall be directed by the Parties to (i) determine each disputed item on the Final Working Capital Statement in accordance with GAAP applied on a consistent basis and in accordance with this Agreement, (ii) render its written determination within thirty (30) days after such referral for binding resolution is made, and (iii) upon reaching a determination, deliver to both Purchaser and the Sellers’ Representative a modified Final Working Capital Statement reflecting the items that have become final and binding upon the Parties and the accounting firm’s determination of each disputed item. The accounting firm will only address those items which are the subject of an unresolved Objection, except that if as a result of the review errors in the calculation are identified by the accounting firm which could not have been reasonably identified by the Sellers’ Representative or which logically flow from the review, the accounting firm will correct such errors in its written determination. The determination by the accounting firm so selected of the Final Working Capital Statement (with such modifications therein, if any, as reflect such determination) shall be conclusive and binding upon the Parties and the Purchase Price shall be adjusted, and payment promptly made, pursuant to Section 2.04(c) and (d). The fees and expenses of such accounting firm shall be borne solely by the Party whose calculation of the Final Working Capital Statement as descr...
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Related to Resolution of Disputes about Working Capital

  • Resolution of Dispute Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.

  • Resolution of Disputes Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

  • Resolution of Disagreements Disputes arising under this Agreement will be resolved informally by discussions between Agency Points of Contact, or other officials designated by each agency.

  • Settlement of Dispute The parties shall strive to settle any dispute arising from, out of or in connection with the interpretation or performance of this Agreement through friendly negotiation. In case no settlement can be reached through negotiation within six months, each party can submit such matter to China International Economic and Trade Arbitration Commission (the "CIETAC"). The arbitration shall follow the current rules of CIETAC. The arbitration award shall be final and binding upon the parties and shall be enforceable in accordance with its terms.

  • Settlement of Disputes; Arbitration All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board of Directors of the Company and shall be in writing. Any denial by the Board of Directors of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board of Directors shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

  • Mediation of Disputes The parties shall endeavor in good faith to settle within 90 days any controversy or claim arising out of or relating to this Agreement or the breach thereof through mediation with JAMS, Endispute or similar organizations. If the controversy or claim is not resolved within 90 days, the parties shall be free to pursue other legal remedies in law or equity.

  • Determination of Disputes Any dispute arising under this Section 2.6 shall be resolved pursuant to the dispute resolution procedures of Article 7.

  • Full Settlement; Resolution of Disputes (a) The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Section 6(a)(ii) of this Agreement, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. (b) If there shall be any dispute between the Company and the Executive (i) in the event of any termination of the Executive's employment by the Company, whether such termination was for Cause, or (ii) in the event of any termination of employment by the Executive, whether Good Reason existed, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was for Cause or that the determination by the Executive of the existence of Good Reason was not made in good faith, the Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 6(a) of this Agreement as though such termination were by the Company without Cause or by the Executive with Good Reason; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this paragraph except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

  • ADJUSTMENT OF DISPUTES The Employer and the Union recognize that grievances may arise in each of the following circumstances:

  • Resolution of Differences Differences between the Employer and the Union as to the interpretation or application of the provisions of the Trust Agreement relating to employee benefits shall not be subject to the grievance or arbitration procedure established in any collective bargaining agreement. All such differences shall be resolved in the manner specified in the Trust Agreement.

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