Examples of Indemnity Dispute Notice in a sentence
In calculating the relevant indemnity amount, the Designated Accounting Firm shall be limited to addressing only those particular disputes referred to in an Indemnity Dispute Notice.
If Purchaser and the Company are unable to reach such resolution within thirty (30) calendar days after the Company’s delivery of an Indemnity Dispute Notice to purchaser, then Purchaser and the Company shall promptly submit any remaining disputed items for final binding resolution to the Designated Accounting Firm.
Nothing herein shall be construed to authorize or permit the Designated Accounting Firm to resolve any item in dispute by making an adjustment to the Indemnity Statement that is outside of the range for such item defined by the Indemnity Statement and an Indemnity Dispute Notice.
An Indemnity Dispute Notice shall identify each disputed item, specify the amount of such dispute and set forth in reasonable detail the basis for such dispute.
If the Company does not provide an Indemnity Dispute Notice, such Indemnity Statement shall be deemed final upon the end of such thirty (30) calendar days of Purchaser’s delivery of the Indemnity Statement to the Company.
If the Indemnifying Party has delivered an Indemnity Dispute Notice to the Indemnified Party, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute.
If the Indemnitor(s) do not deliver an Indemnity Dispute Notice within such thirty (30) day period, Indemnitor(s) shall be deemed to have agreed with the matters set forth in the Indemnity Notice.
If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within thirty (30) days after delivery of the Indemnity Dispute Notice, the underlying claim shall be resolved by litigation in an appropriate court of competent jurisdiction.
If such executives have met but failed to resolve such dispute within twenty (20) days after the date on which the Indemnity Dispute Notice is given, either Indemnitor(s) or Indemnitee(s) may submit such dispute for final and binding arbitration in accordance with Section 11.8 hereof.
Such Indemnity Dispute Notice shall set forth in reasonable detail the nature and basis of such disagreement together with the view of the Indemnitor(s), if any, of the amount of any indemnity payment to which the Indemnitee(s) should be entitled.