Closing Date Dispute Notice definition

Closing Date Dispute Notice has the meaning set forth in Section 2.06(b).
Closing Date Dispute Notice to the Buyer within 15 days after the delivery of the Closing Date Balance Sheet. The Closing Date Dispute Notice shall identify each disputed item on the Closing Date Balance Sheet, specify the amount of such dispute and set forth the basis for such dispute. In the event of such a dispute, the Seller Representative and the Buyer shall attempt in good faith to reconcile their differences. If the Seller Representative and the Buyer are unable to reach a resolution of their differences within 45 days after the Seller Representative delivers the Closing Date Dispute Notice to the Buyer, then the Seller Representative and the Buyer shall promptly submit any remaining disputed items to an Independent Accounting Firm. If any remaining disputed items are submitted to the Independent Accounting Firm for resolution (i) each party will furnish to the Independent Accounting Firm such work papers and other documents and information relating to the remaining disputed items as the Independent Accounting Firm may request and are available to such party, and each party will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the disputed items and to discuss the resolution of the disputed items with the Independent Accounting Firm; (ii) each of the Buyer and the Seller Representative will use its good faith, commercially reasonable efforts to work with the other parties and the Independent Accounting Firm to resolve the disputed items within 45 days of submission of the disputed items to the Independent Accounting Firm; (iii) the determination by the Independent Accounting Firm, as set forth in a written notice to the Seller Representative and the Buyer, shall be final, binding and conclusive on Sellers and the Buyer; and (iv) the fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller Representative and the Buyer so that the Seller Representative pays for the percentage of such fees and disbursements equal to the ratio that the amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by the Seller Representative (as finally determined by the Independent Accounting Firm) bears to the total amount of all disputed items submitted to the Independent Accounting Firm, and the Buyer shall pay the balance of such fees and disbursements.
Closing Date Dispute Notice has the meaning set forth in Section 1.10(c) of this Agreement.

Examples of Closing Date Dispute Notice in a sentence

  • If Seller does not issue a Closing Date Dispute Notice prior to such date, the Closing Date Statement, as supplied to Seller, shall be deemed to have been accepted and agreed to by Seller, and shall be final and binding on the parties to this Agreement.

  • In the event a Closing Date Dispute Notice is timely delivered to Buyer by Seller, Buyer and Seller shall thereafter for a period of up to 30 days negotiate in good faith to resolve any items of dispute.

  • If the Representative does not issue a Closing Date Dispute Notice prior to such date, the Closing Date Statement, as supplied to the Representative, shall be deemed to have been accepted and agreed to by the Representative, and shall be final and binding on the parties to this Agreement.

  • In the event a Closing Date Dispute Notice or an Earnout Dispute Notice is timely delivered to Buyer by the Domestic Seller Companies, Buyer and the Domestic Seller Companies shall negotiate thereafter for a period of up to 30 days in good faith to resolve any items of dispute.

  • In the event a Closing Date Dispute Notice is timely delivered to Buyer by Seller, Buyer and Seller shall thereafter for a period of up to thirty (30) days negotiate in good faith to resolve any items of dispute.

  • The Closing Date Dispute Notice shall identify each disputed item on the Closing Date Balance Sheet, specify the amount of such dispute and set forth the basis for such dispute.

  • In the event a Closing Date Dispute Notice is timely delivered to Parent by the Representative, Parent and the Representative shall thereafter for a period of up to 30 days negotiate in good faith to resolve any items of dispute.

  • The prevalence of any enteric infection, as well as infection with specific pathogens, did not vary significantly by neighborhood.

  • If, at the end of such period, Parent and the Representative do not resolve such items of dispute, Parent and the Representative shall promptly select a mutually agreeable accounting firm with whom Parent and the Representative have no significant prior relationship to review the Closing Date Dispute Notice.

  • If the Arbitrating Accountant adopts a compromise between the two parties positions, then each party shall be responsible for its own costs and expenses related to or arising from the resolution of the Closing Date Dispute Notice.

Related to Closing Date Dispute Notice

  • Dispute Notice means a written notice served by one Party on the other stating that the Party serving the notice believes that there is a Dispute;

  • Billing Dispute Notice means a formal, written notice submitted to HUGE by the Customer in terms of this Procedure.

  • Objections Statement has the meaning set forth in Section 1.02(d).

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Objection Notice has the meaning set forth in Section 2.3(a) of this Agreement.

  • Mediation Notice is defined in Section 6.2(b).

  • Dispute Period shall have the meaning specified in Section 9.3(a).

  • Notice of Disagreement has the meaning set forth in Section 2.4(c).

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Seller’s Notice has the meaning set forth in Section 8.5(a).

  • Arbitration Notice has the meaning set forth in Section 9.13.

  • Escalation Notice has the meaning set forth in Section 8.02.

  • Dispute Date means, with respect to a Dispute, the date on which a Dispute Notice is effectively delivered by one party to the other party save that if, with respect to a Dispute, both parties deliver a Dispute Notice, the date on which the first in time of such notices is effectively delivered will be the Dispute Date. Each Dispute Notice will be effectively delivered if delivered in the manner agreed between the parties for the giving of notices in respect of this Agreement.

  • Disagreement Notice has the meaning set forth in Section 2.2.3.1(b).

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Allocation Notice shall have the meaning assigned to such term in Section 11.14(i) hereof.

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Addition Notice With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.08, a notice of the Depositor's designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form attached hereto as Exhibit P.

  • Disputed Amount means an amount which Customer disputes. A Disputed Amount may relate to the whole or part of an invoice(s).

  • Notice of Dispute has the meaning provided in Section 2.1(f)(iii) of this Commercial Shared-Loss Agreement.

  • Draft Closing Statement means a draft closing statement as of the close of business of the fifth (5th) Business Day immediately preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Acquisition Notice has the meaning set forth in Section 2.5(a).