Review; Disputes Sample Clauses

Review; Disputes. (a) From and after the Closing, Buyer shall provide Seller and any accountants or advisors retained by Seller with reasonable access to the Records of the Group Companies for the purpose of enabling Seller and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates. (b) If Seller disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement or the Earn-Out Payment set forth in the Earn-Out Milestone Statement, as applicable, then Seller shall deliver a written notice (a “Dispute Notice”) to Buyer at any time during the forty-five (45) day period commencing upon receipt by Seller of the Closing Statement or the Earn-Out Milestone Statement, as applicable (the “Review Period”); provided that in the event that Buyer does not provide any materials reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (c) If Seller does not deliver a Dispute Notice to Buyer prior to the expiration of the Review Period, Xxxxx’s calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price set forth in the Closing Statement, or of the Earn-Out Payment as set forth in the Earn-Out Milestone Statement, as applicable, shall be deemed final and binding for all purposes of this Agreement. (d) If Seller delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then Seller and Buyer shall use commercially reasonable efforts to reach agreement on the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, or...
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Review; Disputes. (i) From and after the Effective Time, the Surviving Corporation shall provide the Equityholders’ Representative and any accountants or advisors retained by the Equityholders’ Representative with reasonable access, during normal business hours, to the relevant books and records of the Surviving Corporation used by the Surviving Corporation in the preparation of, or otherwise reasonably relevant to, the Closing Balance Sheet and the Closing Date Schedule for the purposes of: (A) enabling the Equityholders’ Representative and its accountants and advisors to calculate, and to review the Surviving Corporation’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Debt and Unpaid Company Transaction Expenses; and (B) identifying any dispute related to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Debt and Unpaid Company Transaction Expenses in the Closing Balance Sheet and the Closing Date Schedule. The reasonable fees and expenses of any such accountants and advisors retained by the Equityholders’ Representative shall be paid by the Equityholders’ Representative from the Equityholders’ Representative Expense Fund. (ii) If the Equityholders’ Representative disputes the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Debt or Unpaid Company Transaction Expenses set forth in the Closing Balance Sheet or the Closing Date Schedule, then the Equityholders’ Representative shall deliver a written notice (a “Dispute Notice”) to the Surviving Corporation and the Escrow Agent at any time during the 40-day period commencing upon receipt by the Equityholders’ Representative of the Closing Balance Sheet and the Closing Date Schedule, all as prepared by the Surviving Corporation in accordance with the requirements of Section 2.8(b) (the “Review Period”). The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (iii) If the Equityholders’ Representative does not deliver a Dispute Notice to the Surviving Corporation prior to the expiration of the Review Period, the Surviving Corporation’s calculation of the Closing Net Working Capital Amount, Closing Cash, Closing Debt and Unpaid Company Transaction Expenses set forth in the Closing Balance Sheet and the Closing Date Schedule shall be deemed final and binding on Parent, the Surviving Corporation, the Equityholders’ Representative and the Equityholders for all purposes of this A...
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Review; Disputes. For Review Disputes the submitted RESPONSE and attached documentation from the Municipality will be referred to the MDOT Appeal Panel. The Appeal Panel consists of four Bureau Directors, three of which will constitute a quorum. 1) MDOT will provide the Municipality with an opportunity to appear before the Appeal Panel to explain and support their RESPONSE. 2) If, after an Appeal Panel written decision, the Municipality will either accept the decision or file a lawsuit in a court of proper jurisdiction to contest MDOT’s decision. The filing of a lawsuit must be initiated by the Municipality within thirty (30) days of the receipt of the Appeal Panel’s written decision. MDOT will not withhold or offset the funds in dispute if the Municipality files a lawsuit in a court of proper jurisdiction. 3) If the Municipality fails to repay an overpayment or reach an agreement with MDOT on a repayment schedule within the thirty (30) day period, the Municipality agrees that MDOT will deduct all or a portion of an overpayment from any funds due the Municipality by MDOT under the terms of this Contract. 4) Every effort will be made to complete this process within 60 calendar days by both parties. This section shall not be construed to prevent either party from initiating, and a party is authorized to initiate, an action for breach of this Contract or for any other relief allowed by law earlier to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to the other party, or under Injunctive Relief below. In the event that a dispute is not resolved through the Dispute Resolution Process, either party may initiate an action for breach of this Contract, or any other relief allowed by law in a court of proper jurisdiction. Time periods may be extended if mutually agreed upon by both parties. The only circumstance in which disputes between MDOT and the Municipality shall not be subject to the provisions of this Dispute Resolution Process is when a party makes a good faith determination that it will suffer irreparable harm due to a breach of the terms of the Contract by the other party and that a temporary restraining order or other immediate injunctive relief is the only adequate remedy. Each party agrees to continue performing its obligations under the Contract while a dispute is being resolved except to the extent the issue in dispute precludes performance (dispute over payment must not be deemed to preclude performance) and wit...
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Review; Disputes. Section 8.6.1 In the event of a dispute relating to the matters governed by this Article 8, the Stockholders’ Agent or Parent, as the disputing party (the “Disputing Party”) shall deliver a written notice (a “Tax Dispute Notice”) to the other party (the “Receiving Party”) setting forth in detail the principal basis for the dispute and the Disputing Party’s proposed resolution of such dispute. Section 8.6.2 The Stockholders’ Agent and Parent shall use commercially reasonable efforts to reach agreement on the matters set forth in the Tax Dispute Notice. If the Stockholders’ Agent and Parent are unable to reach agreement on the matters set forth in the Tax Dispute Notice within 10 days after the date on which the Tax Dispute Notice was delivered to the Receiving Party, either party shall have the right to refer such dispute to the Designated Accounting Firm after such tenth day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (A) each of the Stockholders’ Agent and Parent shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their views as to any disputed matters; (B) the Designated Accounting Firm shall resolve the matters in dispute within 20 days of such referral, and upon reaching such determination shall deliver a copy of its decision to the Stockholders’ Agent and Parent; and (C) the determination made by the Designated Accounting Firm regarding such matters shall be conclusive, binding upon the parties, nonappealable, and not be subject to further review, and shall be considered a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act. In resolving the dispute, (1) the Designated Accounting Firm shall be limited to addressing only those particular disputed items referred to in the Tax Dispute Notice, and (2) such calculation shall, with respect to any disputed item, be no greater than the higher amount calculated by Parent or the Stockholders’ Agent, as the case may be, and no lower than the amount calculated by Parent or the Stockholders’ Agent, as the case may be. The resolution of the Designated Accounting Firm shall reflect in detail the analyses behind such firm’s resolution of the matters in dispute. The fees and expenses of the Designated Accounting Firm shall be borne equally by Parent and the former holders of Company Common Stock and Company Options.
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Review; Disputes. (i) From and after the Closing, the Member shall provide Holdco and Holdco shall provide the Member, and each shall provide any accountants or advisors retained by Holdco or the Member with reasonable access, during normal business hours, to the relevant books and records of the Company used in the preparation of, or otherwise reasonably relevant to the items referenced in Section 1.08(a). If the Member disputes the calculation of any of the items referenced in Section 1.08(a), then the Member shall deliver a written notice (a “Dispute Notice”) to Holdco at any time during the thirty (30)-day period commencing upon delivery to the Member of all of the items referenced in Section 1.08(a) (the “Review Period”). The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail. (ii) If the Member does not deliver a Dispute Notice to Holdco prior to the expiration of the Review Period, Holdco’s calculation of the items referenced in Section 1.08(a) shall be deemed final and binding. (iii) If the Member delivers a Dispute Notice to Holdco prior to the expiration of the Review Period, then Holdco and the Member shall negotiate in good faith to reach agreement on any items disputed in the Dispute Notice within the thirty (30)-day period commencing upon delivery to Holdco of the Dispute Notice. If the Member and Holdco are unable to reach agreement on all items in the Dispute Notice within such thirty (30)-day period, then either Holdco or the Member may submit the unresolved objections to the office of KPMG US LLP, a national accounting firm (such firm, and any successor thereto, being referred to herein as the “Accounting Firm”), and such firm shall be directed by the Member and Holdco to resolve the unresolved objections in accordance with the immediately following sentence. In connection with the resolution of any such dispute by the Accounting Firm (i) each of Holdco and the Member shall have a reasonable opportunity to meet with the Accounting Firm to provide their views as to any disputed issues, (ii) the Accounting Firm shall determine only such items as remain disputed from the Dispute Notice in accordance with the terms of this Agreement as promptly as reasonably practicable (and in any event, Holdco and the Member shall use their reasonable best efforts to cause the Accounting Firm to make such determination within sixty (60) days of such referral) and upon reaching such determination shall deliver a reasonably de...
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Review; Disputes. For review disputes the submitted “Response” and attached documentation from the Municipality will be referred to the MDOT Appeal Panel. The Appeal Panel consists of four Bureau Directors, three of which will constitute a quorum. 1) MDOT will provide the Municipality with an opportunity to appear before the Appeal Panel to explain and support their Response. 2) After an Appeal Panel written decision, the Municipality will either accept the decision or file a lawsuit in a court of proper jurisdiction to contest MDOT’s decision. The filing of a lawsuit must be initiated by the Municipality within thirty
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Review; Disputes. 7 Section 1.7 Payment Upon Final Determination of Adjustments .............................8 Section 1.8
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Review; Disputes. From and after the Closing, Buyer shall provide Seller and any accountants or advisors retained by Seller with reasonable access to the Records of the Group Companies for the purpose of enabling Seller and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates.
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Related to Review; Disputes

  • Contract Disputes The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor’s Supervisor and the County‘s project manager as specified in Article 25. Notices by way of the following process, such matter shall be brought to the attention of the County DPA by way of the following process: i. The Contractor shall submit to the County DPA a written demand for a final decision regarding the disposition of any dispute between the Parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision. ii. The Contractor’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the County is liable. iii. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Contractor’s failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County DPA or his designee. If the County fails to render a decision within 90 days after receipt of the Contractor’s demand, it shall be deemed a final decision adverse to the Contractor’s contentions. The County’s final decision shall be conclusive and binding regarding the dispute unless the Contractor commences action in a court of competent jurisdiction to contest such decision within 90 days following the date of the County’s final decision or one year following the accrual of the cause of action, whichever is later.

  • Payment Disputes We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

  • Labour Disputes 15.01 If employees are prevented from performing their duties because of a strike or lock-out on the premises of another employer, the employees shall report the matter to the Employer, and the Employer will make reasonable efforts to ensure that such employees are employed elsewhere, so that they shall receive their regular pay and benefits to which they would normally be entitled.

  • Patent Disputes Notwithstanding anything in this Agreement to the contrary, any and all issues regarding the scope, construction, validity, and enforceability of any patent in a country within the Territory shall be determined in a court or other tribunal, as the case may be, of competent jurisdiction under the applicable patent laws of such country.

  • Disputes In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are not disputed.

  • Merchant Disputes The Credit Union is not responsible for the refusal of any merchant or financial institution to honor your card. The Credit Union is subject to claims and defenses (other than tort claims) arising out of goods or services you purchase with the card if you have made a good faith attempt but have been unable to obtain satisfaction from the merchant or service provider, and (a) your purchase was made in response to an advertisement the Credit Union sent or participated in sending to you; or (b) your purchase cost more than $50.00 and was made in your state or within 100 miles of your home.

  • Resolving Disputes The Company and the customer will use all reasonable endeavours to resolve any dispute between them. If they cannot resolve their dispute between them, they will:- a. Refer the dispute to mediation which will be conducted in accordance with the Resolution Institute New Zealand Standard Mediation Agreement; and b. If mediation is unsuccessful, the matter of dispute shall be referred to a single arbitrator in accordance with the provisions contained in the Arbitration Xxx 0000 and any amendments. Nothing in this clause will preclude either party from taking immediate steps to seek urgent equitable relief before an appropriate Court.

  • Litigation; Disputes No legal action may be brought against NCCI, its shareholders, officers, employees, and/or agents for actions taken reasonably and in good faith in fulfilling the specifically stated responsibilities of NCCI under this Agreement. NCCI reserves the right to obtain a determination from a court of competent jurisdiction as to the ownership of funds and/or documents in its possession in the event it receives conflicting instructions, instructions which are, in the opinion of NCCI, inconsistent with this Agreement, or if NCCI fails to receive instructions which NCCI concludes that it requires to fulfill its duties under this Agreement.

  • Legal Disputes 3.1 Pursuant to New York City Health and Hospitals Corporation Act, Chapter 1016-69, Section 20, all actions against NYC Health + Hospitals shall be brought in the City , in the county in which the cause of action arose, or if it arose outside of the City , in the City , County of New York. The Parties consent to the dismissal or transfer to any claims asserted inconsistent with this section. If Vendor initiates any action in breach of this section, Vendor shall promptly reimburse NYC Health + Hospitals for any attorneys’ fees incurred to remove the action to the contractually agreed upon venue. 3.2 Actions against NYC Health + Hospitals by Vendor arising out of this Agreement must be commenced within six months of the expiration or termination of this Agreement. 3.3 Neither Party shall make a claim for personal liability against any individual, officer, agent or employee of the other, nor of the City, pertaining to anything done or omitted in connection with this Agreement.

  • Labor Disputes No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is threatened which would reasonably be expected to result in a Material Adverse Effect.

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