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).
Review and Dispute. (a) By no later than the end of the Review Period:
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. Within forty-five (45) days following receipt by the Sellers’ Representative of the Adjustment Statement, the Sellers’ Representative shall either inform the Company in writing that the Adjustment Statement is acceptable, or deliver written notice (the “Notice of Disagreement”) to the Acquiror of any dispute the Sellers’ Representative has with respect to the preparation or content of the Adjustment Statement or the Final Working Capital, Final Closing Indebtedness, Final Transaction Expenses or Final Closing Cash reflected therein. The Notice of Disagreement must describe in reasonable detail the items contained in the Adjustment Statement that the Sellers’ Representative disputes. If the Sellers’ Representative does not notify the Acquiror of a dispute with respect to the Adjustment Statement within such forty-five (45) day period, such Adjustment Statement and the Final Working Capital, Final Closing Indebtedness, Final Transaction Expenses and Final Closing Cash reflected in the Adjustment Statement will be final, conclusive and binding on the parties. During such forty-five (45) day period, the Company shall use reasonable efforts to cooperate with and make available to the Sellers’ Representative information, records, data, working papers (including those working papers of its accountants), supporting schedules, calculations and other documentation that provides reasonable detail relating to the Company’s calculation of the Final Working Capital, Final Closing Indebtedness, Final Transaction Expenses or Final Closing Cash, as applicable, and shall make reasonably available to the Sellers’ Representative the individuals responsible for and knowledgeable about the information used in, and the preparation or calculation of such items in, the Adjustment Statement; provided that any such access shall be had in such a manner so as not to unduly interfere with the conduct of the Company’s business. The Sellers’ Representative acknowledges and agrees that access to the working papers of the Company’s independent accountants may be conditioned upon the Sellers’ Representative’s execution of a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to the Company’s independent accountants.
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. THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AMENDMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THAT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES RELATING TO THIS SUBJECT SHALL CONSIST OF 1) THIS AMENDMENT, INCLUDING THE ATTACHMENTS TO THIS AMENDMENT; AND 2) THE BASE AGREEMENT DATED JULY 16, 1996. THIS STATEMENT OF THE AMENDMENT SUPERSEDES ALL PROPOSALS OR OTHER PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER DESCRIBED IN THIS AMENDMENT. Accepted by: Accepted by: ADVO, Inc. International Business Machines Corporation By: /s/ S. XXXXX XXXXXXX By: /s/ XXXXXX XXXXX Authori...
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.
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. 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.
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. (c)
