Calculation Dispute Notice definition
Examples of Calculation Dispute Notice in a sentence
If Sellers deliver an Earnout Calculation Dispute Notice within the Earnout Calculation Review Period, the Parties shall comply with the dispute resolution process set forth in Section 10.16 to finally determine the amount thereof, and the Earnout Calculation Review Period shall be deemed extended until such final determination has occurred.
If Sellers do not deliver an Earnout Calculation Dispute Notice within the Earnout Calculation Review Period, or if Sellers provide written notice to Buyer at any time during the Earnout Calculation Review Period of its agreement with the Earnout Calculation Statement (the “Earnout Calculation Statement Confirmation”) then the amount of the Production Earnout Payment specified in the Earnout Calculation Statement shall be binding on the Parties.
If Seller requests such accounts and records and within twenty (20) days after receipt of such accounts and records, objects in writing to Buyer of Buyer's calculation of Revenue (the "Calculation Dispute Notice"), Seller and Buyer shall work together in good faith to reach an agreement on the appropriate Earn Out Payment.
If the Company and the Seller do not resolve all Disputed Calculations by the end of thirty (30) days after the date of delivery of the Deferred Payment Calculation Dispute Notice, then the Company and the Seller will submit the remaining Disputed Calculations to the Independent Accounting Firm for resolution.
The Shareholders shall set forth in detail in the Calculation Dispute Notice the basis for their disagreement with the calculation of the Actual Closing Net Assets.
If the Shareholders fail to deliver the Calculation Dispute Notice within the allotted time period, the Shareholders shall be deemed to have agreed to the calculation of the Actual Closing Net Assets prepared by the Buyer Accountant, which calculation shall be final, conclusive and binding upon the parties.
If Seller fails to deliver the Calculation Dispute Notice within the allotted time period, Seller shall be deemed to have agreed to the given Calculation delivered by Buyer, which Calculation shall be final, conclusive and binding upon the parties.
In resolving any Disputed Calculation Item, the Independent Accountant may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the least value for such item claimed by either party in the Calculation Statement or Calculation Dispute Notice.
If the Stockholder Representative fails to deliver the Calculation Dispute Notice within the allotted time period, the Stockholder Representative, on behalf of the Stockholders, shall be deemed to have agreed to the calculations of the Actual Closing Working Capital prepared by Buyer Accountant, which calculations shall be final, conclusive and binding upon the parties.
Upon Sellers’ delivery to Buyer within the Earnout Calculation Review Period of an Earnout Calculation Dispute Notice, Buyer and Sellers shall, during the 45 days following the delivery of the Earnout Calculation Dispute Notice or any mutually agreed extension thereof, use their good faith efforts to reach agreement on the Earnout Calculation Dispute in order to determine the amount of the Production Earnout Payment.