Examples of Statement Dispute Notice in a sentence
If a Statement Dispute Notice is duly delivered pursuant to this Section 1.4.3, Buyer and Sellers will, during the thirty (30) days following such delivery (the “Resolution Period”), use commercially reasonable efforts to reach agreement on the Disputed Items, and if Buyer and Sellers are able to reach an agreement, Buyer will promptly revise the Closing Statement to reflect such agreement and the same will then be deemed the Closing Statement.
If Seller delivers a Closing Statement Dispute Notice, then Purchaser and Seller shall seek in good faith to resolve the Disputed Items during the 30-day period beginning on the date Purchaser receives the Closing Statement Dispute Notice (the “Resolution Period”).
If US Seller provides an EBITDA Statement Dispute Notice to US Purchaser within such 30-day calendar period, the Purchasers and the Sellers shall use commercially reasonable efforts to resolve the dispute during the 30-calendar day period commencing on the date US Purchaser receives the EBITDA Statement Dispute Notice from the US Seller.
The fees and expenses of the Independent Accounting Firm will be borne pro rata as between Buyer, on the one hand, and Sellers, on the other hand, based upon the proportionate deviation of the respective adjustments for the Unresolved Items proposed by Buyer and Sellers, as set forth in the Closing Statement in the case of Buyer and the Statement Dispute Notice in the case of Sellers, from the determination of the final adjustment for the Unresolved Items made by the Independent Accounting Firm.
Section 1.2(a) Closing Statement Dispute Notice ...........................................................................................
If Seller timely delivers a Closing Statement Dispute Notice, then Purchaser and Seller shall seek in good faith to resolve the Disputed Items during the 30-day period beginning on the date Purchaser receives the Closing Statement Dispute Notice (the “Resolution Period”).
If the Lenders’ Representative does not deliver a Closing Statement Dispute Notice to Buyer within such forty-five (45)-day period, the Final Working Capital and the Final Cash set forth in the Closing Statement will be final, conclusive and binding on the parties.
If Securityholder Representative timely delivers a Closing Statement Dispute Notice to Parent, Parent and the Securityholder Representative shall negotiate in good faith to resolve such dispute.
If Purchaser delivers an Actuary Statement Dispute Notice to Seller, Purchaser and Seller shall attempt to reconcile the parties’ differences set forth in the Actuary Statement Dispute Notice, and any resolution by them as to any disputed amounts set forth in the Actuary Statement Dispute Notice shall be final, binding and conclusive on the parties for all purposes of determining the purchase prices and the payments required pursuant to this Section 1.4(k).
If Sellers fail to deliver a Statement Dispute Notice within such thirty (30)-day period, Buyer’s calculation of the Closing Transaction Expenses will be deemed accepted by Sellers and will be final, conclusive and binding on the Parties.