Examples of Earnout Disagreement Notice in a sentence
Each Earnout Disagreement Notice shall set forth in reasonable detail those items or amounts set forth in such Annual Earnout Financials and/or Annual Earnout Statement as to which the Shareholder Representative disagrees and the reasons for such disagreement.
If an Earnout Disagreement Notice is delivered to the Purchaser, then the Purchaser and the Representative shall negotiate in good faith to resolve their disagreements with respect to the computation of the Earnout Payment.
If the Shareholder Representative determines that any Annual Earnout Financials or Annual Earnout Statements (or any Annual Earnout Amount or TRICARE Amount, if applicable, reflected thereon) has not been prepared or calculated in accordance with this Agreement, the Shareholder Representative shall be entitled to deliver a notice of disagreement (an "Earnout Disagreement Notice") to Parent within 60 days of its receipt of such Annual Earnout Financials and Annual Earnout Statement.
In the event that Buyer and BP Products are unable to resolve all such disagreements within thirty (30) days after Buyer’s receipt of any such Annual Earnout Disagreement Notice, either Buyer or BP Products may at any time thereafter submit such remaining disagreements to the Independent Accountants.
If the Purchaser and the Representative are not able to resolve the matters described in the Earnout Disagreement Notice within thirty (30) days after the Purchaser’s receipt of the Earnout Disagreement Notice, then the Purchaser and the Representative shall submit the disputed items to the Valuation Firm for its determination in accordance with the procedures set forth in Section 3.03 hereof and the costs and expenses of the Valuation Firm shall be split in a manner consistent with Section 3.03(g).
If BP Products delivers to Buyer an Annual Earnout Acceptance Notice, or if BP Products does not deliver an Annual Earnout Disagreement Notice on or prior to the last day of an Annual Earnout Objection Period, then such Annual Earnout Statement shall be deemed to be a Final Annual Earnout Statement and the determination therein shall be final, binding and conclusive upon BP Products and Buyer, except for instances of fraud or manifest error.