Review and Dispute Sample Clauses

Review and Dispute. (i) For a period of forty-five (45) days following each delivery of each WillowTree Financial Information Package to the Class A Representative Member (the “Review Period”), the Company shall, and shall cause other members of the WillowTree Revenue Group to, provide the Class A Representative Member and its advisors with reasonable access (including reasonable electronic access), during normal business hours upon reasonable advance notice, to the relevant financial books and records of the Company and its Subsidiaries (and the Other Parent Group Entities, to the extent relevant) (including back-up materials generated by them to prepare the applicable WillowTree Financial Information Package) and the employees and advisors of Parent and its Subsidiaries responsible for the preparation of the applicable WillowTree Financial Information Package solely for the purposes of the Class A Representative Member’s exercise of its review and objection right contemplated in this Section 3.5(g). (ii) The Class A Representative Member shall notify the Principal Member within the Review Period if it objects to any matter set forth in the relevant WillowTree Financial Information Package, which notice shall include a reasonably detailed statement describing the basis for such objection (the “Notice of Disagreement”); provided that, solely with respect to a WillowTree Financial Information Package delivered in respect of calendar years 2023 or 2024 (each, a “Non-Redemption Year Package”), the Class A Representative Member may, by delivery of written notice to the Company, elect to reserve its right to object to the matters set forth in such Non-Redemption Year Package until a WillowTree Financial Information Package has been delivered in respect of the First Redemption Year, in which case the Class A Representative Member shall retain all rights under this Section 3.5(g) to object to such Non-Redemption Year Package in connection with the First Redemption Year. Subject to the preceding sentence, if no such Notice of Disagreement is received by the Principal Member within the applicable Review Period, then the applicable WillowTree Financial Information Package shall be deemed to have been accepted by the Class A Representative Member (on behalf of itself and all other holders of Class A Units) and will become final and binding upon the Company and all of its members. If the Class A Representative Member timely delivers a Notice of Disagreement, subject to the terms of this ...

Review and Dispute. Within 30 calendar days following receipt by Sellers of the Adjustment Statement, Sellers shall either inform Buyer in writing that the Adjustment Statement is acceptable, or deliver written notice (the “Notice of Disagreement”) to Buyer of any dispute Sellers have with respect to the preparation or content of the Adjustment Statement or the amounts reflected therein. The Notice of Disagreement must describe in reasonable detail the items contained in the Adjustment Statement that Sellers dispute. If Sellers do not notify Buyer of a dispute with respect to the Adjustment Statement within such 30-day period, such Adjustment Statement and the amounts reflected in the Adjustment Statement will be final, conclusive and binding on the Parties. In the event a Notice of Disagreement is delivered to Buyer, Buyer and Sellers shall negotiate in good faith to resolve such dispute, and any determination resulting from such good faith negotiation shall be final, conclusive and binding on the Parties.

Review and Dispute. (a) By no later than the end of the Review Period: (i) Boral must give USG a written notice, which states that Boral either: (A) accepts the draft USG Completion Statement; or (B) disputes one or more items or the calculation of one or more items in the draft USG Completion Statement (in which case clause 6.5(b) will apply); and (ii) USG must give Boral a written notice, which states that USG either: (A) accepts the draft BGA Completion Statement; or (B) disputes one or more items or the calculation of one or more items in the draft BGA Completion Statement (in which case clause 6.5(b) will apply). (b) If Boral wishes to dispute any item or calculation of any item in the draft USG Completion Statement, or USG wishes to dispute any item or calculation of any item in the draft BGA Completion Statement, then that Party must, before the end of the Review Period, also give a written notice (Dispute Notice) to the other which: (i) sets out details of each item or calculation of each item that is in dispute; (ii) sets out a separate dollar value for each of the disputed items; and (iii) sets out full details of the reasons why each of the relevant items is in dispute. (c) Boral may only give one Dispute Notice and USG may only give one Dispute Notice.

Review and Dispute. ADVO shall provide IBM with a copy of the Benchmarker’s report and IBM shall have 60 days to review such report, and contest the Benchmarker’s findings. As part of such review, either Party may request the Benchmarker to provide sufficient information to allow the Party to validate the Benchmark, but neither Party shall be permitted to request the identity of the third party service provider or any customer included in the Representative Sample. If the Parties are unable to agree upon the validity of the Benchmarker’s findings, the matter shall be resolved pursuant to the dispute resolution [***] Information redacted pursuant to a confidential treatment request. An unredacted version has been filed separately with the Securities and Exchange Commission. procedures set forth in Section 16.2. Any reductions or increases in IBM’s Charges shall be implemented on a prospective basis within 60 days after the date the Benchmarker’s final report was first provided to IBM. Notwithstanding anything to the contrary herein, in the event that IBM disputes the validity of the Benchmarker’s findings or ADVO’s election to terminate the Agreement pursuant to this provision, and IBM submits the dispute for resolutions pursuant to the dispute resolution procedures set forth in Section 16.2, IBM agrees that it will pay all of the Benchmarkers charges for supporting the Benchmark findings in connection with any dispute that is escalated pursuant to Section 16.2 and all reasonable legal fees incurred by ADVO in the event that IBM elects to initiate proceedings for judicial resolution of the dispute. [***] Information redacted pursuant to a confidential treatment request. An unredacted version has been filed separately with the Securities and Exchange Commission. Accepted by: Accepted by: By: /s/ S. XXXXX XXXXXXX By: /s/ XXXXXX XXXXX Authorized Signature Authorized Signature S. Xxxxx Xxxxxxx Xxxxxx Xxxxx Name (Type or Print) Name (Type or Print) Date: As of March 31, 2005 Date: April 1, 2005 [***] Information redacted pursuant to a confidential treatment request. An unredacted version has been filed separately with the Securities and Exchange Commission. ADVO, Inc. Xxx Xxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 IBM Project Executive Xxx Xxxxxx Xxxx Xxxxxxx, XX 00000 Term Commencement Date: July 16, 1996 Term End Date: December 31, 2012 Annual Service Charge (ASC) - ADM [***] [***] [***] [***] [***] [***] [***] [***] Inflation Sensitivity Factor [***] [***] [***] [***] [***] [***] [***] ...

Review and Dispute. Within forty-five (45) days following receipt by the Seller of the Adjustment Statement, the Seller shall either inform the Purchaser in writing that the Adjustment Statement is acceptable, or deliver written notice (the “Notice of Disagreement”) to the Purchaser of any dispute the Seller has with respect to the preparation or content of the Adjustment Statement or the amounts reflected therein. The Notice of Disagreement must describe in reasonable detail the items contained in the Adjustment Statement that the Seller disputes. If the Seller does not notify the Purchaser of a dispute with respect to the Adjustment Statement within such forty-five (45)-day period, such Adjustment Statement and the amounts reflected in the Adjustment Statement will be final, conclusive and binding on the parties. In the event a Notice of Disagreement is delivered to the Purchaser, the Purchaser and the Seller shall negotiate in good faith to resolve such dispute, and any determination resulting from such good faith negotiation shall be final, conclusive and binding on the parties.

Review and Dispute. WSI shall provide IBM with a copy of the Benchmarker’s report and IBM shall have thirty (30) days to review such report, and contest the Benchmarker’s findings. As part of such review, either Party may request the Benchmarker to provide the data on which the findings are based. If the Parties are unable to agree upon the validity of the Benchmarker’s findings, the matter shall be resolved pursuant to the dispute resolution procedures set forth in Article 23. Reductions in IBM’s Charges shall be implemented on a prospective basis thirty (30) days after the date the Benchmarker’s final report was first provided to IBM.

Review and Dispute. If, within two (2) Business Days following the date the Estimated Closing Statement is delivered to the Acquiror, the Acquiror has given the Company notice of its objection to any of the items contained in the Estimated Closing Statement, the Company and the Acquiror will work together diligently and in good faith to resolve the issues in dispute. If all disputed issues are resolved, then each item set forth in the Estimated Closing Statement that was in dispute shall be revised as agreed upon by the Company and the Acquiror. If the Acquiror and the Company are unable to resolve all such disputed issues within three (3) Business Days following the date the Estimated Closing Statement is delivered to the Acquiror, then the Estimated Closing Statement shall be as proposed by the Company, as revised to reflect any changes mutually agreed upon by the Acquiror and the Company pursuant to this Section 2.04(b), provided, however, that this will not restrict or otherwise limit any rights or claims otherwise expressly available to the Acquiror under this Agreement.

Review and Dispute. Within 45 calendar days following receipt by the Stockholder Representative of the Post-Closing Statement, the Stockholder Representative shall either inform the Parent in writing that the Post-Closing Statement is acceptable, or deliver written notice (the “Notice of Disagreement”) to the Parent of any dispute the Stockholder Representative has with respect to the preparation or content of the Post-Closing Statement or the calculations reflected therein. The Notice of Disagreement must identify the items contained in the Post-Closing Statement that the Stockholder Representative disputes and the basis in reasonable detail for any such disputes, and shall provide the Stockholder Representative’s proposed Closing Date Balance Sheet and calculations of each of Net Working Capital, Closing Cash, Closing Indebtedness and Transaction Expenses. If the Stockholder Representative does not notify the Parent of a dispute with respect to the Post-Closing Statement within such 45 calendar day period, such Post-Closing Statement, and the Final Working Capital, Final Closing Cash, Final Closing Indebtedness and Final Transaction Expenses reflected in the Post-Closing Statement will be final, conclusive and binding on the Parties. In the event a Notice of Disagreement is delivered to the Parent within such 45 calendar day period, the Parent and the Stockholder Representative shall negotiate in good faith to resolve such dispute. If, notwithstanding such good faith effort, the Parent and the Stockholder Representative fail to resolve such dispute within 20 calendar days after the Stockholder Representative provides the Parent with the Notice of Disagreement, then, at the request of either the Parent or the Stockholder Representative, the Parent and the Stockholder Representative jointly shall engage the Accounting Firm to resolve such dispute in accordance with this Section 3.5. The Stockholder Representative and the Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within 20 calendar days of the making of such submission. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether the items in dispute that were included in the Notice of Disagreement were prepared in accordance with Applicable Accounting Principles and the Accounting Firm shall determine, on such basis, whether and to what extent the Post-Closing Statement and the...

Review and Dispute. ADVO shall provide IBM with a copy of the Benchmarker’s report and IBM shall have 60 days to review such report, and contest the Benchmarker’s findings. As part of such review, either Party may request the Benchmarker to provide sufficient information to allow the Party to validate the Benchmark, but neither Party shall be permitted to request the identity of the third party service provider or any customer included in the Representative Sample. If the Parties are unable to agree upon the validity of the Benchmarker’s findings, the matter shall be resolved pursuant to the dispute resolution procedures set forth in Section 16.2. Any reductions or increases in IBM’s Charges shall be implemented on a prospective basis within 60 days after the date the Benchmarker’s final report was first provided to IBM. Notwithstanding anything to the contrary herein, in the event that IBM disputes the validity of the Benchmarker’s findings or ADVO’s election to terminate the Agreement pursuant to this provision, and IBM submits the dispute for resolutions pursuant to the dispute resolution procedures set forth in Section 16.2, IBM agrees that it will pay all of the Benchmarkers charges for supporting the Benchmark findings in connection with any dispute that is escalated pursuant to Section 16.2 and all reasonable legal fees incurred by ADVO in the event that IBM elects to initiate proceedings for judicial resolution of the dispute. g. Exhibit J-1 to Schedule J (Charges, Measures of Utilization and Financial Responsibilities) to the NWS Agreement is hereby deleted in its entirety and replaced by the revised Exhibit J-1 attached hereto. h. In order to preserve ADVO’s flexibility to achieve the costs savings inherent in the transfer of the Services to one of IBM’s off-shore or near-shore facilities, IBM has agreed to submit to ADVO a proposal for implementing such a transfer and reducing the overall ASC hereunder for the remainder of the Term effective not later than January 1, 2007, or earlier upon ADVO’s reasonable request. Such proposal will include a 90-day pilot project to direct a select group of Service Requests to one of IBM’s off-shore or near-shore facilities, the cost of which shall be shared equally by the Parties.

Review and Dispute. Within thirty (30) days following receipt by the Seller Representative of the Adjustment Statement, the Seller Representative shall either inform Xxxxx in writing that the Adjustment Statement is acceptable, or deliver written notice (the “Notice of Disagreement”) to Buyer of any dispute the Seller Representative has with respect to the preparation or content of the Adjustment Statement or the amounts reflected therein. In the event a Notice of Disagreement is delivered to Buyer, Buyer and the Seller Representative shall negotiate in good faith to resolve such dispute, and any determination resulting from such good faith negotiation shall be final, conclusive and binding on the parties. If no Notice of Disagreement is delivered to Buyer within thirty (30) days following receipt by the Seller Representative of the Adjustment Statement, then the Adjustment Statement as originally received by the Seller Representative shall be final, conclusive and binding on the parties.