Purchase Price Dispute Notice definition

Purchase Price Dispute Notice has the meaning set forth in Section 2.4(b)(ii).

Purchase Price Dispute Notice has the meaning set forth in Section 1.5(c).

Purchase Price Dispute Notice has the meaning set forth in Section 3.3(b).

Examples of Purchase Price Dispute Notice in a sentence

• The Seller Representative may deliver a Purchase Price Dispute Notice, including with respect to the Earn-Out Payment set forth therein, to Acquiror within thirty (30) days of receipt of the Earn-Out Statement thereof in accordance with Section 2.4(b), and the dispute resolutions provided in Section 2.4(b) shall apply until the amount of the Earn-Out Payment is finally determined as provided therein.

• If Buyer and Seller are unable to resolve all of the disputed accounting items set forth on the Purchase Price Dispute Notice within such thirty (30) day period or such other period as they shall mutually agree upon, they shall jointly engage the Independent Accountants and submit the disputed accounting items to the Independent Accountants for resolution.

• If a Purchase Price Dispute Notice is provided to the Purchaser, then the Purchaser and Rogers shall negotiate in good faith to resolve the disputed items specified in the Purchase Price Dispute Notice during the 30-day period commencing on the date of the Purchaser’s receipt of the Purchase Price Dispute Notice or such longer period as Rogers and the Purchaser may agree in writing (the “Resolution Period”).

• Any item set forth in the Closing Statement that is not disputed in a Purchase Price Dispute Notice shall become final and binding upon the Parties on the day following the expiration of the Review Period.

• If upon Parent's receipt of a Purchase Price Dispute Notice from Saw Mill, there is an amount which has been conclusively determined to be payable to Surviving Entity pursuant to Section 1.9(d)(ii) (the "Surviving Entity Payment Amount"), then the Company and Saw Mill shall promptly deliver joint written instructions to the Purchase Price Escrow Agent instructing the Purchase Price Escrow Agent to deliver to the Surviving Entity the Surviving Entity Payment Amount.

• Any item not specifically submitted to the Accounting Firm for evaluation shall be deemed final and binding on the Parties (as set forth in the Proposed Closing Date Calculations, the Purchase Price Dispute Notice or as otherwise resolved in writing by Seller and Buyer).

• The Independent Accountants shall only decide the specific items under dispute and their decision for each disputed amount must be within the range of values assigned to each item in the Post-Closing Purchase Price Statement and the Purchase Price Dispute Notice.

• If upon the Representative’s receipt of a Purchase Price Dispute Notice from Parent, there is an amount which has been conclusively determined to be payable to Surviving Corporation pursuant to Section 2.8(d)(ii) (the “Surviving Corporation Payment Amount”), then the Parent and the Representative shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to the Surviving Corporation the Surviving Corporation Payment Amount.

• If upon the Surviving Corporation’s receipt of a Purchase Price Dispute Notice from the Representative, there is an amount which has been conclusively determined to be payable to Surviving Corporation pursuant to Section 2.10(e) (the “Surviving Corporation Payment Amount”), then the Parent and the Representative shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to the Surviving Corporation the Surviving Corporation Payment Amount.

• If within the 30-day period following delivery of a Post-Closing Statement, Seller provides Buyer with written notice that Seller agrees with the Post-Closing Statement, or if within such 30-day period Seller fails to deliver a Purchase Price Dispute Notice, then in either of such circumstances, the Post-Closing Statement shall then be conclusively deemed the “Final Post-Closing Purchase Price Statement”, and shall then be final and binding upon Buyer, Company, Sub and Seller for all purposes.

More Definitions of Purchase Price Dispute Notice

Purchase Price Dispute Notice shall have the meaning set forth in Section 2.07(b).

Purchase Price Dispute Notice shall have the meaning assigned to such term in Section 2.3(b).

Purchase Price Dispute Notice has the meaning set forth in Section 2.4(b)(ii). “QSub Election” has the meaning set forth on Exhibit 2. “R&W Insurance Policy” means that certain representations and warranties insurance policy issued by Ethos Specialty Insurance Services LLC to Acquiror in connection with the transactions contemplated hereby, in form and substance reasonably acceptable to Acquiror. “Registered Company IP” has the meaning set forth in Section 3.14(a)(i). “Related Party” means (A) any officer, director, shareholder or Affiliate of the Company, NewCo, any Seller Guarantor or any Seller or (B) any immediate family member of any such Person in the preceding clause (A). “Related Software” has the meaning set forth in the definition of “Open License Terms”. “Releasees” has the meaning set forth in Section 6.11(a). “Releasing Parties” has the meaning set forth in Section 6.11(a). “Relevant Service Provider” means each current or former Company Employee, director, officer and other individual service provider to the Company. “Representatives” means, with respect to any Person, any director, officer, agent, employee, general partner, member, stockholder, equityholder, advisor, manager, consultant, counsel, accountant or other representative of such Person. “Restricted Period” has the meaning set forth in Section 6.13(a). “Restrictive Covenant Agreement” means that certain Restrictive Covenant Agreement, to be entered into by the Company and Paulo Merloti, substantially in the form attached hereto as Exhibit 5. “Restructuring” has the meaning set forth in the Recitals. “Rev. Proc. 2004-35 Filing” means request for relief filed pursuant to IRS Revenue Procedure 2004-35, 2004-23 IRB 1029, in respect of the Company in connection with late shareholder consents for an S Corporation in a community property state. “S Corporation Tax Proceeding” has the meaning set forth in Section 8.1(d). “S Corporation Tax Returns” has the meaning set forth in Section 8.1(c). “Section 1542” has the meaning set forth in Section 6.11(b).

Purchase Price Dispute Notice specifying the amount disputed and the basis for the dispute, together with supporting documentation reflecting the analysis of and justification for any re-computation made; provided, however, that the dispute procedure set forth herein and in Section 2(j) hereof shall only apply to a dispute regarding the Net Debt component of the Purchase Price, and shall not apply to the Funds Price component, which shall be finalized as of the Closing Date. In the event that a Purchase Price Dispute Notice is issued by either party, such dispute shall be resolved in accordance with the terms of Section 2(j) hereof. For the avoidance of doubt, nothing in this Section 2 shall restrict or delay the Holdings’ distribution of the proceeds of the Purchase Option following the Purchase Option Closing Date. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.