Resolution of Financial Disputes. If a Party has a dispute, claim or controversy relating to calculation or reconciliation of (i) Shared Development Costs or (ii) (a)Net Sales, (b) Allowable Expenses, or (c) Other Income, as each (a) through (c) relates to the calculation or reconciliation under the Pre-Tax Profit or Loss Schedule, such Party shall provide such other Party with a written notice setting forth in reasonable detail the nature and factual basis for such good-faith dispute and each Party agrees that it shall seek to resolve such dispute within [***] Business Days within the Financial Working Group after the date such written notice is received. If no such resolution is reached by the Parties, the dispute shall be referred to the JSC for resolution, and if the JSC is unable to reach resolution within [***] Business Days, then the dispute shall be resolved in accordance with the procedures set forth in Section 7.22. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Notwithstanding any other provision of this Agreement to the contrary, the obligation to pay any reasonably disputed amount shall not be deemed to have been triggered until such dispute is resolved hereunder, provided that any undisputed portion of such payment shall be paid by the paying Party in accordance with the payment terms set forth in this Agreement. Any disputed portion of any payment shall be paid by the responsible Party within [***] days after the date on which the Financial Working Group or JSC, as applicable, resolves the dispute.
Resolution of Financial Disputes. If JAKKS Pacific, the Agent and the Shareholders, or any of them, at any time, disagree with the determination of any amount made or certified by another Party hereto, including the Earn-Out for any Earn-Out Year, such Party shall, within forty-five (45) days of delivery of such determination or certificate, give written Notice (the "Dispute Notice") to the other Parties to such effect, setting forth therein any change proposed by it and, in reasonable detail, its objections to such determination and the reasons for such change. In such event, unless the Parties involved promptly, and, in any event, within thirty (30) days of the giving of the Dispute Notice, resolve all such objections and agree upon the determination of the amount in dispute, the determination thereof shall be promptly referred to its regular independent certified public accountants, who shall confer and attempt to resolve the objections as to such determination set forth in or arising as a consequence of the Dispute Notice. If, within thirty (30) days of such referral, such accountants resolve such dispute and determine the amount, they shall give Notices to the Parties involved to such effect, setting forth therein the amount as so determined and the basis therefor, and such determination shall be final and binding on the Parties involved. If such accountants do not make such determination within such thirty (30) day period, the Parties involved shall refer such dispute to a mutually agreeable internationally-recognized accounting firm that is "independent" with respect to the Parties hereto (the "Neutral Accountants"). Unless the Neutral Accountants expressly determine otherwise, each of the Parties involved shall submit to the Neutral Accountants (a) within ten (10) days of the engagement thereof, and in such form and manner as they may prescribe, a statement setting forth such Party's position with respect to each of the objections or other issues set forth in or arising as a consequence of the Dispute Notice, together with any exhibits or other supporting documents relating thereto, and send a copy thereof to each other Party involved, and (b) within ten (10) days thereafter, and in such form and manner as the Neutral Accountants may prescribe, a rebuttal statement responding to the initial statement of each other Party, together with any exhibits or other supporting documents relating thereto, and send a copy thereof to each other Party involved. The Neutral Accountants shall cond...
Resolution of Financial Disputes. If a Party has a dispute, claim or controversy relating to calculation or reconciliation of (a) Development Costs or (b) (i) Net Sales, (ii) Allowable Expenses, or (iii) Other Income, as each (i) through (iii) relates to the calculation or reconciliation of Development Costs or under the Pre-Tax Profit or Loss Schedule, such Party shall provide such other Party with a written notice setting forth in reasonable detail the nature and factual basis for such good-faith dispute and each Party agrees that it shall seek to resolve such dispute within [***] Business Days through the Financial Working Group after the date such written notice is received. If no such resolution is reached by the Parties, then the dispute shall be referred to the JSC for resolution. If the JSC is unable to reach resolution within [***] Business Days, then the dispute shall be resolved in accordance with the procedures set forth in Section 8.18 (Specific Finance Disputes). Notwithstanding any other provision of this Agreement to the contrary, the obligation to pay any reasonably disputed amount shall not be deemed to have been triggered until such dispute is resolved hereunder, provided that any undisputed portion of such payment shall be paid by the paying Party in accordance with the payment terms set forth in this Agreement. Any disputed portion of any payment shall be paid by the responsible Party within [***] days after the date on which the Financial Working Group or JSC, as applicable, resolves the dispute.
Resolution of Financial Disputes. In the event there is a dispute, claim or controversy relating to any financial obligation by one Party to the other Party pursuant to this Agreement, such Party shall provide such other Party with a written notice setting forth in reasonable detail the nature and factual basis for such good-faith dispute and each Party agrees that it shall seek to resolve such dispute within [***] Business Days of the date such written notice is received. If no such resolution is reached by the Parties, the dispute shall be resolved through the procedures set forth in Section 14.4 (except as for matters within the original authority of the FWG).
Resolution of Financial Disputes. If there is a dispute, claim or controversy relating to any financial obligation by one Party to the other Party pursuant to this Agreement, the paying Party shall pay such undisputed amounts in accordance with the terms of this Agreement and provide such other Party with a written notice setting forth in reasonable detail the nature and factual basis for such good-faith dispute. Each Party agrees that it shall seek to resolve such dispute [*] of the date such written notice is received. If no such resolution is reached by the Parties, the dispute shall first be referred to the JFS, then the JSC for resolution and if no such resolution is achieved, the matter shall be resolved through the procedures set out in clause 17. [*] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and is the type of information that we treat as private or confidential.
Resolution of Financial Disputes. In the event there is a dispute, claim or controversy relating to any financial obligation by one Party to the other Party pursuant to this Agreement (other than a FWG Dispute), such Party shall provide such other Party with a written notice setting forth in reasonable detail the nature and factual basis for such good-faith dispute and each Party agrees that it shall seek to resolve such dispute within 20 Business Days of the date such written notice is received. In the event that no such resolution is reached by the Parties, such dispute shall be resolved through the procedures set forth in Section 13.2. Notwithstanding the foregoing, any specific amount (or portion of a payment) owed by one Party to the other Party pursuant to this Agreement that is not subject to a good faith dispute shall be paid when due.
Resolution of Financial Disputes. In the event there is a dispute, claim or controversy relating to any financial obligation by one Party to the other Party pursuant to this Agreement, such Party shall provide such other Party with a written notice setting forth in reasonable detail the nature and factual basis for such good-faith dispute and each Party agrees that it shall seek to resolve such dispute within [***] [***] of the date such written notice is received. In the event that no such resolution is reached by the Parties, *** Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. the dispute shall be resolved through the procedures set forth in Section 13.4 (except as for matters within the original authority of the Finance Working Group).
Resolution of Financial Disputes. 30 7.6 Tax & Financial Matters; Books and Records............................31 7.7 Employment of Xxxxxxx Xxxxxx and Xxxx Xxxxx...........................32
Resolution of Financial Disputes. In the event there is a dispute relating to any of the payment obligations or reports under this Article IX or […***…] in the event that […***…] (a “Financial Dispute”), the Party with the dispute shall provide the other Party with written notice setting forth in reasonable detail the nature and factual basis for such good faith dispute and the Parties will seek to resolve the dispute as promptly as possible, but no later than ten (10) days after such written notice is received. In the event that no resolution is reached by the Parties, the matter shall be submitted to the Executive Officers for a joint decision. The Executive Officers shall diligently and in good faith, attempt to resolve the referred Financial Dispute within ten (10) Business Days of receiving such written notification. If the Executive Officers are not able to resolve the Financial Dispute within such ten (10)-Business Day period, the Financial Dispute shall be referred to the Expert Panel in accordance with Section 10.4. Notwithstanding any other provision of this Agreement to the contrary, the obligation to pay any amount that is reasonably disputed in good faith shall not be deemed to have been triggered until such dispute is resolved hereunder; provided that all amounts that are not reasonably disputed in good faith shall be paid in accordance with the provisions of this Agreement.
Resolution of Financial Disputes. In the event there is a dispute, claim or controversy relating to any financial obligation by one Party to the other Party pursuant to this Agreement, such Party shall provide such other Party with a written notice setting forth in reasonable detail the nature and factual basis for such good-faith dispute and each Party agrees that it shall seek to resolve such dispute within [**] Business Days of the date such written notice is received. In the event that no such resolution is reached by the Parties, the dispute shall be resolved through the procedures set forth in Section 13.4.
