Closing Statement Dispute Resolution Sample Clauses

Closing Statement Dispute Resolution. (i) During the 30 days following the date upon which Buyer receives a Dispute Notice, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. If at the end of such 30 day period (or earlier by mutual agreement) Buyer and Seller have not reached agreement on all such matters, then Buyer and Seller may mutually agree to extend the time to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. In the absence of any such extension or upon the termination of any such extension without any additional extensions, the matters that remain in dispute may be submitted by either Party to a nationally recognized independent accounting firm agreed by the Parties in writing (the “Accountant”) for review and resolution.
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Closing Statement Dispute Resolution. If Buyer and the Sellers’ Representative are unable to reach such agreement during the thirty (30) days following the Sellers’ Representative’s delivery of the Notice of Disagreement pursuant to Section 2.5(b), then such disputes shall be referred to PricewaterhouseCoopers or another firm of independent accountants of internationally recognized standing reasonably satisfactory to Buyer and the Sellers’ Representative (the “Accountant”). The Sellers’ Representative and Buyer shall each enter into a customary engagement letter with the Accountant. The Sellers’ Representative and Buyer shall furnish the Accountant with a statement setting forth the items from the Notice of Disagreement which are still in dispute (the “Accountant Dispute Notice”) and the position, including the specific amount proposed, of each of the Sellers’ Representative and Buyer with respect to each such disputed item. In resolving such dispute, the Accountant shall (i) consider only those items or amounts in the Closing Statement as to which the Sellers’ Representative has disagreed in the Notice of Disagreement, (ii) act as an arbitrator and not as an expert and (iii) make a final determination based solely on written materials submitted by Buyer and the Sellers’ Representative in accordance with this Agreement (i.e., not on the basis of an independent review). The Accountant shall be instructed by Buyer and the Sellers’ Representative to use its commercially reasonable efforts to deliver to Buyer and the Sellers’ Representative, as promptly as practicable, in any event no more than forty-five (45) days after referral, a report setting forth its determination of the appropriate amount of each of the line items in the Closing Statement as to which there is disagreement as specified in the Accountant Dispute Notice, including a description of the basis for such determination. In the absence of fraud, bad faith or manifest error, such report shall be final and binding upon the parties. With respect to each disputed line item, such determination, if not in accordance with the position of either the Sellers’ Representative or Buyer, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Sellers’ Representative and Buyer in the Accountant Dispute Notice with respect to such disputed line item. For the avoidance of doubt, the Accountant shall not review any line items or make any determination with respect to any matter other than those matters in the A...
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Closing Statement Dispute Resolution. (a) As promptly as practicable (and in any event within thirty (30) days after the Closing), the Purchaser shall deliver to the Main Sellers a written statement (the “Closing Statement”) that shall contain the Purchaser’s final calculation of (i) the Net Inventory Value as of the Closing (the “Closing Net Inventory Value”), (ii) the CIP Receivables Amount as of the Closing (the “Closing CIP Receivables Amount”), (iii) the Contractual Liabilities Amount as of the Closing (the “Closing Contractual Liabilities Amount”), (iv) the Royalty Liability Amount as of the Closing (the “Closing Royalty Liability Amount”), (v) the Warranty Provision as of the Closing (the “Closing Warranty Provision Amount”), (vi) the Adjusted Net Working Capital as of the Closing (the “Closing Adjusted Net Working Capital”), which shall be in the form of and shall use the line items as set out in the Adjusted Net Working Capital Statement, (vii) the Employee Adjustment Amount as of the Closing (the “Closing Employee Adjustment Amount”) and (viii) the final Purchase Price based on the foregoing, which shall be equal to one billion one hundred thirty million dollars ($1,130,000,000); minus (A) $2,600,000 for the China Assets; plus (B) an amount, which may be positive or negative, equal to the Closing Adjusted Net Working Capital (calculated without double-counting Cure Costs) plus $22,000,000; minus (C) the Closing Employee Adjustment Amount; provided, however, that if the amount calculated in clause (B) is a positive number greater than $30,000,000, then such amount shall be deemed to be $30,000,000 for purposes of calculating the Purchase Price (the Purchase Price, so adjusted as provided in this Section 2.2.3.1(a), the “Final Purchase Price”). The Closing Statement shall be prepared in accordance with the Calculation Principles and the terms hereof.
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Closing Statement Dispute Resolution. (a) As promptly as practicable (and in any event within 90 days after the Closing), the Purchaser shall prepare and deliver to the Main Sellers and the EMEA Sellers an unaudited statement (the “Closing Statement”) setting forth in reasonable detail the Net Working Capital Transferred of the Business as of the Closing Date (the “Closing Date Net Working Capital Transferred”) and each component thereof. Following the Closing, the Purchaser shall provide the Main Sellers and their representatives access to the records and employees of the Business to the extent relevant for the preparation of the Closing Statement and shall cause the employees of the Business to cooperate with the Main Sellers in connection with their review of the Closing Statement. “
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Closing Statement Dispute Resolution. (a) As promptly as practicable after the Closing (and in any event within thirty (30) days after the Closing), the Purchaser shall deliver to the Main Sellers and the EMEA Sellers a written statement (the “Closing Statement”), which shall be prepared in accordance with the Calculation Principles and the terms hereof and contain the Purchaser’s final calculation of: Value”);
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Closing Statement Dispute Resolution. During the fifteen (15) days immediately following the delivery of any Notice of Objection, the Buyer and the Seller shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Objection. During such period, the Buyer and the Seller shall each have access to the other party’s working papers, financial records, trial balances and similar materials prepared (by such other party or Persons retained by it) in connection with the other party’s preparation of the Revised Closing Statement or the Notice of Objection, as the case may be. The matters set forth in any such written resolution shall be final and binding on the parties hereto on the date of such written resolution.
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Closing Statement Dispute Resolution. (i) During the 30 days following the date upon which Seller receives a Dispute Notice, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. If at the end of such 30-day period (or earlier by mutual agreement) Buyer and Seller have not reached agreement on all such matters, Buyer and Seller may mutually agree to extend the time to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. In the absence of any such extension or upon the termination of any such extension without any additional extensions, the matters that remain in dispute may be submitted by either Party to Deloitte & Touche LLP (or, if Deloitte & Touche LLP is not willing or able to serve in such capacity, a nationally recognized independent accounting firm agreed to by the Parties in writing) (the “Accountant”) for review and resolution.
Sample 1
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Closing Statement Dispute Resolution. A. If Purchaser and Seller are unable to resolve or stipulate to all of such disputes relating to the Revised Closing Statement within the thirty (30)-day period referenced in Section 2.4(c)(iii), the matters with respect to which no resolution or stipulation can be reached (the “Disputed Items”) may be submitted by either party for determination as promptly as practicable to the Independent Accounting Firm, which will be jointly engaged by Purchaser, on the one hand, and the Seller, on the other hand, pursuant to an engagement letter in customary form which each of Purchaser and the Seller will execute; provided, however, that if the Independent Accounting Firm is unwilling or unable to so serve (the date of such unwillingness to serve, the “Decline Date”), Purchaser and Seller shall mutually agree on another nationally recognized independent accounting or financial services firm within five (5) days after the Decline Date.
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Related to Closing Statement Dispute Resolution

  • Initial Dispute Resolution If a dispute arises out of or relates to this Contract or its breach, the parties shall endeavor to settle the dispute first through direct discussions between the parties’ representatives who have the authority to settle the dispute. If the parties’ representatives are not able to promptly settle the dispute, they shall refer the dispute to the senior administrators of the parties who have the authority to settle the dispute, who shall meet within fourteen days thereafter. If the dispute is not settled by the senior administrators, the parties may submit the dispute to mediation in accordance with Paragraph 5.2.3.2.

  • I2 Dispute Resolution I2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the finance director of the Contractor and the commercial director of the Authority.

  • Formal Dispute Resolution 10.6.1 If the Parties are unable to resolve the dispute through the informal procedure described in Section 10.5, then either Party may invoke the formal Dispute Resolution procedures described in this Section 10.6. Unless agreed among all Parties, formal Dispute Resolution procedures, including arbitration or other procedures as appropriate, may be invoked not earlier than sixty (60) calendar days after receipt of the letter initiating Dispute Resolution under Section 10.3.

  • CENTRAL DISPUTE RESOLUTION PROCESS The following process pertains exclusively to disputes and grievances on central matters that have been referred to the central process. In accordance with the School Board Collective Bargaining Act, 2014 central matters may also be grieved locally, in which case local grievance processes will apply. In the event that central language is being grieved locally, the local parties shall provide the grievance to their respective central agents.

  • Informal Dispute Resolution Process 1. In the event there is a dispute under this Centralized Contract, the Contractor, OGS and Authorized User agree to exercise their best efforts to resolve the dispute as soon as possible. The Contractor, OGS and Authorized User shall, without delay, continue to perform their respective obligations under this Centralized Contract which are not affected by the dispute. Primary responsibility for resolving any dispute arising under this Centralized Contract shall rest with the Authorized User’s Contractor Coordinators and the Contractor’s Account Executive and the State & Local Government Regional General Manager.

  • Dispute Resolution; Arbitration This Agreement evidences a transaction involving interstate commerce. Any disputes arising from this Agreement shall be decided by binding arbitration which shall be conducted, at the request of any party, in New York, New York, before one arbitrator designated by the American Arbitration Association (the "AAA"), in accordance with the Commercial Arbitration Rules of the AAA, and to the maximum extent applicable, the United States Arbitration Act (Title 9 of the United States Code). Notwithstanding anything in this Agreement to the contrary, any party may proceed to a court of competent jurisdiction to obtain equitable relief at any time. An arbitrator shall have no authority to award punitive damages or other damages not measured by the prevailing party's actual damages. To the maximum extent practicable, an arbitration proceeding under this Agreement shall be concluded within 180 days of the filing of the dispute with the AAA. This arbitration clause shall survive any termination, amendment, or expiration of the Agreement and if any provision of this arbitration clause is found to be unenforceable, the remaining parts of the arbitration clause shall not be affected and shall remain fully enforceable.

  • GRIEVANCE ARBITRATION PROCEDURE The grievance-arbitration procedure set forth in Sections 18.37 through 18.43 shall be applicable only to disputes arising under Division C of this article.

  • Dispute Resolution Procedure 21.1 All disputes or grievances arising between the Parties shall as far as practical be resolved at the workplace level through consultation. Accordingly the following procedure must be followed:

  • Informal Dispute Resolution Prior to the initiation of formal dispute resolution procedures, the Parties shall first attempt to resolve their Dispute informally, in a timely and cost-effective manner, as follows:

  • Dispute Procedure (1) Unless otherwise provided in the Council's Constitution or in this Collective Agreement, any dispute within the registered scope of the Council shall be resolved as set out below:

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