Audit Dispute Notice definition
Examples of Audit Dispute Notice in a sentence
Any Audit Dispute Notice shall identify in reasonable detail the nature of any proposed revisions to the 2005 EBIT Calculation.
If the Investors and the Company are unable to resolve all such disagreements within ten (10) Business Days after the receipt by the Investors of the Audit Dispute Notice (or such longer period as may be agreed by the Company and the Investors), then the remaining disputed matters shall be promptly submitted to the Arbitrators for binding resolution.
The Audit Dispute Notice shall state with particularity the specific portions of the audit with which Purchaser disagrees and the amounts the Purchaser believes are the correct amounts and, if applicable, whether Purchaser contests its obligation to pay the Audit Costs of such audit as provided in Section 2.05(e)(i).
Seller and Purchaser will then use good faith efforts to resolve such dispute within thirty (30) days after Seller receives the Audit Dispute Notice.
Within five (5) Business Days following the Investors’ receipt of such Audit Dispute Notice, the Investors shall provide the Company with reasonable access to the information used to prepare and to support the Audit Statement, all in a manner not unreasonably interfering with the business of each Investor.
Thereafter, the Investors and the Company shall attempt to resolve all such matters identified in the Audit Dispute Notice.
If on or prior to the Audit Lapse Date, the Sellers notify Buyer that they have no objections to the 2005 EBIT Calculation or both Sellers fail to deliver an Audit Dispute Notice as provided above, then the 2005 EBIT as set forth in the 2005 EBIT Calculation shall be deemed to have been finally determined for purposes of this Agreement.
If either Seller delivers an Audit Dispute Notice on or prior to the Audit Lapse Date, then such Seller and Buyer shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate a final determination thereof.