Common use of Dispute Notice Clause in Contracts

Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Debt Amount, the Seller Transaction Expenses and Net Working Capital reflected thereon) will be final, conclusive and binding on the parties unless the Sellers’ Representative provides a written notice (a “Working Capital Dispute Notice”) to Buyer no later than the twentieth (20th) Business Day after the delivery to the Sellers’ Representative of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement. The Seller’s Representative shall not be entitled to issue a Working Capital Dispute Notice or otherwise dispute any item set forth in the Proposed Final Closing Balance Sheet or proposed Final Closing Statement except on the grounds that such matter was not prepared on the basis set forth in paragraph (c) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) or contains mathematical errors. Any Working Capital Dispute Notice must set forth in reasonable detail (i) any item on the Proposed Final Closing Balance Sheet or the Proposed Final Closing Statement which the Sellers’ Representative believes has not been prepared in accordance with paragraph (c) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) and, to the extent known, the correct amount of such item and (ii) the Sellers’ Representative’s alternative calculation of the Closing Debt Amount, the Seller Transaction Expenses or Net Working Capital, as the case may be. Any item or amount to which no dispute is raised in the Working Capital Dispute Notice will be final, conclusive and binding on the parties on such twentieth (20th) Business Day.

Dispute Notice. The Proposed In the event the Stakeholder Representative does not timely deliver a Dispute Notice within forty-five (45) days following receipt of the Preliminary Closing Statement, then the Preliminary Closing Net Indebtedness, the Preliminary Net Working Capital and the Preliminary Unpaid Transaction Expense Amount shall be deemed to be the Final Closing Net Indebtedness, the Final Net Working Capital and the Final Unpaid Transaction Expenses, respectively. In the event that the Stakeholder Representative timely delivers a Dispute Notice to the Company, the Company and the Stakeholder Representative shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet and the Proposed Final amounts shown in the Preliminary Closing Statement (shall be made in accordance with the agreement of the Company and the proposed final determinations Stakeholder Representative. If the Company and the Stakeholder Representative are unable to resolve any such dispute within thirty (30) days (or such longer period as the Company and the Stakeholder Representative shall mutually agree in writing) of the Closing Debt AmountCompany’s Receipt of such Dispute Notice, the Seller Transaction Expenses remaining items in such dispute shall promptly thereafter be submitted to the Independent Accounting Firm for resolution, and Net Working Capital reflected thereon) will the resolution of the Independent Accounting Firm shall be final, conclusive final and binding on the parties unless parties. The Independent Accounting Firm shall consider only those items and amounts as to which the Sellers’ Company and the Stakeholder Representative provides have disagreed within the time periods and on the terms specified above. In making such determination, the Independent Accounting Firm may rely upon information submitted to it by the Company or the Stakeholder Representative and other information available to the Independent Account Firm. The Independent Accounting Firm shall be instructed to use its reasonable best efforts to deliver to the Company and the Stakeholder Representative a written notice report setting forth the resolution of each disputed matter within thirty (a “Working Capital Dispute Notice”30) to Buyer no later than the twentieth (20th) Business Day after the delivery to the Sellers’ Representative days of submission of the Proposed Final Preliminary Closing Balance Sheet and the Proposed Final Preliminary Closing StatementStatement to it and, in any case, as promptly as practicable after such submission. The Seller’s Representative determination made by the Independent Accounting Firm shall not exceed or be entitled to issue a Working Capital Dispute Notice or otherwise dispute any item set forth in less than the Proposed Final Closing Balance Sheet or amounts proposed Final Closing Statement except by the Company and the Stakeholder Representative, as applicable. The Independent Accounting Firm will determine the allocation of the cost of its review and report based on the grounds that inverse of the percentage its determination (before such matter was not prepared on allocation) bears to the basis set forth total amount of the total items in paragraph dispute as originally submitted to the Independent Accounting Firm. (c) above (including For example, should the definition of Net Working Capital items in dispute total in amount to $1,000 and the Net Working Capital Calculation ScheduleIndependent Accounting Firm awards $600 in favor of the Stakeholder Representative’s position, sixty percent (60%) or contains mathematical errorsof the costs of its review would be borne by the Company and forty percent (40%) of the costs would be borne by the Stakeholder Representative). Any Working Capital Dispute Notice must set forth in reasonable detail (i) any item on the Proposed Final Closing Balance Sheet or the Proposed Final Closing Statement which the Sellers’ The Stakeholder Representative believes has not been prepared in accordance with paragraph (c) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) and, to Company shall pay the extent known, the correct amount of such item fees and (ii) the Sellers’ Representative’s alternative calculation expenses of the Closing Debt Amount, the Seller Transaction Expenses or Net Working Capital, Independent Accounting Firm as the case may be. Any item or amount to which no dispute is raised in the Working Capital Dispute Notice will be final, conclusive and binding on the parties on such twentieth (20th) Business Dayso allocated.

Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of Closing Net Working Capital, Closing Cash Balance, the Closing Debt AmountIndebtedness, the Seller Company Transaction Expenses and Net Working Capital reflected thereonthe Aggregate Purchase Price contained therein) will shall be final, conclusive and binding on the parties hereto for purposes of this Section 3.04 unless the SellersEquityholders’ Representative provides a written notice (a “Working Capital Dispute Notice”) to Buyer Purchaser no later than the twentieth thirtieth (20th30th) Business Day day after the delivery by Purchaser to the SellersEquityholders’ Representative of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement. The Seller’s Representative shall not be entitled to issue a Working Capital Dispute Notice or otherwise dispute any item set forth ; provided that, in the Proposed Final Closing Balance Sheet event that either Purchaser or proposed Final Closing Statement except on the grounds that Surviving Corporation and its Subsidiaries does not provide any papers or documents reasonably requested by the Equityholders’ Representatives or any of its authorized Representatives within five (5) days of request therefor (or such matter was not prepared on shorter period as may remain in such 30-day period), such 30-day period shall be extended by one (1) day for each additional day required for Purchaser or the basis set forth in paragraph (c) above (including the definition of Net Working Capital Surviving Corporation and the Net Working Capital Calculation Schedule) or contains mathematical errorsits Subsidiaries to adequately respond to such request. Any Working Capital Dispute Notice must set forth in reasonable detail (i) any item on the Proposed Final Closing Balance Sheet or the Proposed Final Closing Statement which the SellersEquityholders’ Representative believes has not been prepared in accordance with paragraph (c) above (including the definition of Net Working Capital this Agreement and the Net Working Capital Calculation Schedule) and, to the extent known, the proposed correct amount of such item (each, a “Disputed Item”) and (ii) the SellersEquityholders’ Representative’s alternative calculation of the Closing Debt Amount, the Seller Transaction Expenses or Net Working Capital, the Closing Cash Balance, the Transaction Tax Benefits, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price, as applicable, calculated in accordance with the case may be. Any item or amount to which no dispute is raised principles set forth in the Working Capital Dispute Notice will be final, conclusive and binding on the parties on such twentieth (20thSection 3.04(b) Business Dayabove.

Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Debt Amount, the Seller Transaction Expenses and Net Working Capital reflected thereon) Statement will be final, conclusive and binding on the parties Parties unless the Sellers’ Representative PBMMI provides a written notice (a “Working Capital Dispute Notice”) to Buyer no later than the twentieth (20th) Business Day day after the delivery to the Sellers’ Representative of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement. The Seller’s Representative shall not be entitled to issue a Working Capital Dispute Notice or otherwise dispute any item set forth in the Proposed Final Closing Balance Sheet or proposed Final Closing Statement except on the grounds that such matter was not prepared on the basis set forth in paragraph (c) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) or contains mathematical errors. Any Working Capital Dispute Notice must set setting forth in reasonable detail (ia) any item on the Proposed Final Closing Balance Sheet or the Proposed Final Closing Working Capital Statement which the Sellers’ Representative PBMMI believes has not been prepared in accordance with paragraph the Accounting Principles and (cb) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) and, to the extent known, the correct amount of such item and (ii) in accordance with the Sellers’ Representative’s alternative calculation of the Closing Debt Amount, the Seller Transaction Expenses or Net Working Capital, as the case may beAccounting Principles. Any item or amount to which no dispute is raised in the Working Capital Dispute Notice will be final, conclusive and binding on the parties on such twentieth Parties. Buyer and PBMMI will attempt to resolve the matters raised in a Dispute Notice in good faith. Ten (20th10) Business DayDays after delivery of the Dispute Notice, either Buyer or PBMMI may provide written notice to the other that it elects to submit the disputed items to a nationally recognized independent accounting firm mutually agreed upon by Buyer and PBMMI (the “Working Capital Referee”). The Working Capital Referee will promptly review only those items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific item and amount in accordance with the Accounting Principles; provided, however, that the Working Capital Referee shall not assign a value to any item greater than the greatest value for such item, or lower than the lowest value of such item, claimed in any notice of disagreement presented to the such Working Capital Referee pursuant hereto. The fees and expenses of the Working Capital Referee will be shared equally by PBMMI and Buyer, and the decision of the Working Capital Referee with respect to the items of the Working Capital Statement submitted to it will be final, conclusive and binding on the Parties. Each of the Parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Working Capital Referee and to cause the Working Capital Referee to resolve any dispute no later than thirty (30) Business Days after selection of the Working Capital Referee.

Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Debt AmountWorking Capital, the Seller Closing Cash Balance, the Company Indebtedness, the Company Transaction Expenses and Net Working Capital reflected thereonthe Aggregate Purchase Price contained therein) will shall be final, conclusive conclusive, binding and binding non-appealable on the parties hereto for purposes of this Section 3.04 unless the SellersEquityholders’ Representative provides a written notice (a “Working Capital Dispute Notice”) to Buyer Purchaser no later than the twentieth thirtieth (20th30th) Business Day after the delivery to the SellersEquityholders’ Representative of the Proposed Final Closing Balance Sheet Statement; provided that, in the event that either Purchaser or the Company and the Proposed Final Closing Statement. The Seller’s Subsidiaries does not provide any papers or documents reasonably requested by the Equityholders’ Representative or any of its authorized representatives within five (5) days of request therefor (or such shorter period as may remain in such 30-Business Day period), such thirty (30) Business Day period shall not be entitled to issue a Working Capital Dispute Notice extended by one (1) day for each additional day required for Purchaser or otherwise dispute any item set forth in the Proposed Final Closing Balance Sheet or proposed Final Closing Statement except on the grounds that such matter was not prepared on the basis set forth in paragraph (c) above (including the definition of Net Working Capital Company and the Net Working Capital Calculation Schedule) or contains mathematical errorsSubsidiaries to fully respond to such request. Any Working Capital Dispute Notice must set forth in reasonable detail (i) any item on the Proposed Final Closing Balance Sheet or the Proposed Final Closing Statement which the SellersEquityholders’ Representative believes has not been prepared in accordance with paragraph (c) above (including the definition of Net Working Capital this Agreement and the Net Working Capital Calculation Schedule) and, to the extent known, the correct amount of such item (each, a “Disputed Item”) and (ii) the SellersEquityholders’ Representative’s alternative calculation of the Closing Debt Amount, the Seller Transaction Expenses or Net Working Capital, the Closing Cash Balance, the Company Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price, as applicable, calculated in accordance with the case may be. Any item or amount to which no dispute is raised principles set forth in the Working Capital Dispute Notice will be final, conclusive and binding on the parties on such twentieth (20thSection 3.04(b) Business Dayabove.

Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Net Working Capital Statement (and the proposed final determinations determination of the Closing Debt Amount, the Seller Transaction Expenses and Net Working Capital reflected thereon) will be final, conclusive and binding on the parties hereto unless the Sellers’ Representative Member Representative, on behalf of the Participating Holders provides a written notice (a “Working Capital Dispute Notice”) to Buyer no later than the twentieth (20th) Business Day 30th day after the delivery to the Sellers’ Member Representative of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Net Working Capital Statement. The Seller’s Member Representative shall not be entitled to may issue a Working Capital Dispute Notice or otherwise dispute any item set forth in the Proposed Final Closing Balance Sheet or proposed Proposed Final Closing Net Working Capital Statement except only on the grounds that such matter item or document (i) was not prepared on consistent with the basis principles, practices and policies set forth in paragraph (ca) above, (ii) contains mathematical errors or (iii) contains an error, miscalculation, inaccuracy, omission or oversight that if corrected would be consistent with the principles, practices and policies set forth in paragraph (a) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) or contains mathematical errorswhich dispute is bona fide and objected to in good faith. Any Working Capital Dispute Notice must shall set forth in reasonable detail (iany item(s) any item on the Proposed Final Closing Balance Sheet or the Proposed Final Closing Net Working Capital Statement which that the Sellers’ Member Representative believes has not been prepared in accordance with paragraph (c) above (including the definition of Net Working Capital this Agreement and the Net Working Capital Calculation Schedule) and, to the extent known, the correct amount of such item and (ii) the Sellers’ Representative’s alternative calculation of the Closing Debt Amount, the Seller Transaction Expenses or Net Working Capital, as the case may beitem. Any item or amount to which no dispute is raised in the Working Capital Dispute Notice will be final, conclusive and binding on the parties on such twentieth the thirty-first (20th31st) Business Dayday after delivery to the Member Representative of the Proposed Final Closing Balance Sheet and the Proposed Final Net Working Capital Statement.

Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Debt Amount, the Seller Transaction Closing Cash Amount, the Capital Leases, the Company Expenses and Net Working Capital reflected thereon) will be final, conclusive and binding on the parties Parties unless the Sellers’ Member Representative provides a written notice (a “Working Capital Dispute Notice”) to Buyer no later than the twentieth thirtieth (20th30th) Business Day after the delivery to the Sellers’ Member Representative of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement. The Seller’s Representative shall not be entitled to issue a Working Capital Dispute Notice or otherwise dispute any item set forth in the Proposed Final Closing Balance Sheet or proposed Final Closing Statement except on the grounds that such matter was not prepared on the basis set forth in paragraph (c) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) or contains mathematical errors. Any Working Capital Dispute Notice must shall set forth in reasonable detail (ix) any item on in the Proposed Final Closing Balance Sheet or the Proposed Final Closing Statement which the Sellers’ Member Representative believes has not been prepared in accordance with paragraph (c) above (including the definition of Net Working Capital disputes and the Net Working Capital Calculation Schedule) and, to the extent known, the correct proposed revised amount of such item and (iiy) the Sellers’ Member Representative’s alternative calculation of the Closing Debt Amount, the Seller Transaction Closing Cash Amount, the Capital Leases, the Company Expenses or and/or Net Working Capital, as the case may be, each as prepared in accordance with the Accounting Principles. Any item or amount to which no dispute is raised in the Working Capital Dispute Notice will be final, conclusive and binding on the parties Parties on such twentieth thirtieth (20th) Business Day.30th)

Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Debt Amount, Closing Cash Amount, the Seller Company Transaction Expenses and Net Working Capital reflected thereon) will be final, conclusive and binding on the parties hereto unless the SellersSecurityholders’ Representative provides a written notice (a “Working Capital Dispute Notice”) to Buyer Parent no later than the twentieth (20th) Business Day after the delivery to the SellersSecurityholders’ Representative of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement. The Seller’s Securityholders’ Representative shall not be entitled to issue a Working Capital Dispute Notice or otherwise dispute any item set forth in the Proposed Final Closing Balance Sheet or proposed Final Closing Statement except on the grounds that such matter was not prepared on the basis set forth in paragraph (c) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) or contains mathematical errors. Any Working Capital Dispute Notice must set forth in reasonable detail (i) any item on the Proposed Final Closing Balance Sheet or the Proposed Final Closing Statement which the SellersSecurityholders’ Representative believes has not been prepared in accordance with paragraph (c) above (including the definition of Net Working Capital this Agreement and the Net Working Capital Calculation Schedule) and, to the extent known, the correct amount of such item and (ii) the SellersSecurityholders’ Representative’s alternative calculation of the Closing Debt Amount, Closing Cash Amount, the Seller Company Transaction Expenses or Net Working Capital, as the case may be. Any item or amount to which no dispute is raised in the Working Capital Dispute Notice will be final, conclusive and binding on the parties on such twentieth (20th) Business Day.

Dispute Notice. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Debt Amount, the Locked Box Amount, the Seller Transaction Expenses and Net Working Capital reflected thereon) will be final, conclusive and binding on the parties (and all Company Investors) unless the SellersStockholders’ Representative Committee provides a written notice (a “Working Capital Dispute Notice”) to Buyer Parent no later than the twentieth (20th) Business Day after the delivery to the SellersStockholders’ Representative Committee of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement. The Seller’s Representative shall not be entitled to issue a Working Capital Dispute Notice or otherwise dispute any item set forth in the Proposed Final Closing Balance Sheet or proposed Final Closing Statement except on the grounds that such matter was not prepared on the basis set forth in paragraph (c) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) or contains mathematical errors. Any Working Capital Dispute Notice must set forth in reasonable detail (i) any item on the Proposed Final Closing Balance Sheet or the Proposed Final Closing Statement which the SellersStockholders’ Representative Committee believes has not been prepared in accordance with paragraph (c) above (including the definition of Net Working Capital this Agreement and the Net Working Capital Calculation Schedule) and, to the extent known, the correct amount of such item and (ii) the SellersStockholders’ RepresentativeCommittee’s alternative calculation of the Closing Debt Amount, the Locked Box Amount, the Seller Transaction Expenses or Net Working Capital, as the case may be. Any item or amount to which no dispute is raised in the Working Capital Dispute Notice will be final, conclusive and binding on the parties (and all Company Investors) on such twentieth (20th) Business Day. Any Dispute Notice must specify, with reasonable particularity, all facts that form the basis of such disagreements and all statements by Persons (who shall be identified by name) and documents relied upon by the Stockholders’ Committee as forming the basis of such disagreement.