Disagreement Notice. If the Indemnifying Party does not agree that the Claimant is entitled to full reimbursement for the amount specified in the Indemnification Notice or the Litigation Notice, as the case may be, the Indemnifying Party shall notify the Claimant (the “Disagreement Notice”) within twenty (20) calendar days of its receipt of the Indemnification Notice or the Litigation Notice, as the case may be. Any dispute regarding the Indemnification provisions of this Article VIII shall be resolved as provided for in Section 13.11.
Disagreement Notice. If the Indemnifying Party does not agree that the Claimant is entitled to full reimbursement for the amount specified in the Indemnification Notice or the Litigation Notice, as the case may be, the Indemnifying Party shall notify the Claimant (the “Disagreement Notice”) within twenty (20) Business Days of its receipt of the Indemnification Notice or the Litigation Notice, as the case may be.
Disagreement Notice. If the Indemnifying Party does not agree that the Claimant is entitled to full reimbursement for the amount specified in the Indemnification Notice or the Litigation Notice, as the case may be, the Indemnifying Party shall notify the Claimant, which notice shall set forth a brief description in reasonable detail of the Indemnifying Party’s objection to each item of loss (the “Disagreement Notice”) within twenty (20) calendar days of its receipt of the Indemnification Notice or the Litigation Notice, as the case may be. Failure to deliver a Disagreement Notice in a timely manner shall be considered an express acknowledgment by the Indemnifying Party of its obligation to indemnify and hold harmless the Claimant with respect to the Indemnity Loss set forth in the Indemnification Notice or the Litigation Notice, as the case maybe. Following delivery of a Disagreement Notice by an Indemnifying Party, Seller and Purchaser resolve any resulting dispute in accordance with Section 10.13(b).
Disagreement Notice. If the Indemnifying Party does not agree that the Claimant is entitled to full reimbursement for the amount specified in the Indemnification Notice or the Litigation Notice, as the case may be, the Indemnifying Party shall notify the Claimant (the “Disagreement Notice”) within thirty (30) calendar days of its receipt of the Indemnification Notice or the Litigation Notice, as the case may be. Failure to deliver a Disagreement Notice in a timely manner shall be considered an express acknowledgment by the Indemnifying Party of its obligation to indemnify and hold harmless the Claimant with respect to the Indemnity Loss set forth in the Indemnification Notice or the Litigation Notice, as the case may be, and the Indemnifying Party shall pay to the Claimant the amount specified in the Indemnification Notice or the Litigation Notice within five (5) Business Days after the expiration of such thirty (30) day period. Any dispute regarding the indemnification provisions of this Article VI shall be resolved as provided for in Section 9.13.
Disagreement Notice. Upon the receipt of the Auditing Report, Buyer shall have thirty (30) days to review it and present, by means of a written notice to Sellers, its disagreements, if any, with respect to the Auditing Report, specifying in reasonable detail each disputed item and the basis therefore (the “Disagreement Notice”). In the event no Disagreement Notice is sent by Buyer within the term set forth in this Section 4.3.1, the Auditing Report and the Final PPAA Amount shall be considered conclusive and binding upon the Parties.
Disagreement Notice. Newmont must send to the Executive on or before 30 days before the Payment Date a notice (or in the case of the first payment after the execution of this Agreement, within 50 days after such execution) ("Disagreement Notice") setting forth specific disagreement with any such amount of the Executive Premium, Spousal Premium or estimated Tax Gross-Up Amount and the specific reasons for the disagreement; otherwise, Newmont must pay the full amount of the Tax Equalization Payment shown on the Payment Notice by the Payment Date or be in default under this Agreement.
Disagreement Notice. If Seller disagrees with the Closing Statement and/or Buyer’s determination of Closing Cash, the Closing Indebtedness Amount, Current Assets, Current Liabilities, the Closing Net Working Capital, or the Transaction Bonuses as shown on the Closing Statement, Seller shall notify Buyer in writing of such disagreement within forty-five (45) days after delivery of the Closing Statement, which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and, to the extent practicable, Seller’s estimate of the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement (any such notice, a “Disagreement Notice”). If Seller fails to deliver such notice in such forty-five (45) day period, Seller shall have waived its right to contest, and shall be deemed to have agreed to, the Closing Statement and the determinations of Closing Cash, the Closing Indebtedness Amount, Current Assets, Current Liabilities, the Closing Net Working Capital and the Transaction Bonuses set forth therein. Seller has the right at any point during the forty-five (45) day period after the delivery of the Closing Statement to waive the right to submit a Disagreement Notice and agree upon the determinations of Closing Cash, the Closing Indebtedness Amount, Current Assets, Current Liabilities, the Closing Net Working Capital and the Transaction Bonuses as shown on the Closing Statement. To the extent Seller provides a Disagreement Notice within such forty-five (45) day period, all items with which Seller does not disagree shall be final, binding and conclusive for purposes of this Section 2.3.
Disagreement Notice. Subject to the applicable requirements of Section 5.11(d), if a Member believes that a Disagreement exists, it shall notify the other Member thereof, which notice (a "Disagreement Notice") shall identify the Disagreement and set forth briefly the notifying Member's position with respect to the Disagreement. Any Disagreement Notice to DMB shall also notify the Guarantor and the Individual Guarantors in the manner specified in Section 10.1. Upon receipt of the Disagreement Notice, the other Member shall take no further action on the matter in Disagreement until such Disagreement has been resolved and then such action shall be undertaken only in accordance with such resolution and the Company shall not incur further costs in connection with the matter in Disagreement until such resolution unless the Member agree otherwise, provided that if the Disagreement results over a budgetary matter, including a requested change in a Budget, or a proposed change in the Conceptual Plan or Business Plan, DMB shall continue to fund in accordance with the existing Budget until there is a Decision, except that if the Disagreement relates to a Contribution Default DMB shall not be required to fund Budget items which relate to the Properties not contributed until such Properties are contributed in accordance with the Decision of the Facilitator. As promptly as practicable, and in any event within one week of the giving of the Disagreement Notice, the Members shall meet in an attempt to resolve the Disagreement. If the Disagreement cannot be resolved at that meeting, a Facilitator shall be appointed at that meeting.
Disagreement Notice. If the Indemnifying Party does not agree that the Claimant is entitled to full recovery of the amount specified in the Indemnification Notice or the Litigation Notice, as the case may be, the Indemnifying Party shall notify the Claimant (the “Disagreement Notice”) within 30 calendar days of its receipt of the Indemnification Notice or the Litigation Notice, as the case may be. Claims which are subject to a Disagreement Notice shall be dealt with through the appointment of an Expert in accordance with the provisions of Section 8.1(c)(ii).
Disagreement Notice. NNL, on the one hand, and Purchaser, on the other hand, shall be granted a thirty (30) day period to review the Closing Statement. In the event NNL, on the one hand, or the Purchaser, on the other hand, disagrees with the calculations in the Closing Statement, the party objecting to the calculation (the “Objecting Party”) may, within such thirty (30) days after receipt of the Closing Statement, deliver to the other party a notice disagreeing with such calculations (the “Disagreement Notice”). The Disagreement Notice shall set forth, in reasonable detail, any disagreement with, and any requested adjustment to, the Closing Statement. If no party delivers the Disagreement Notice by the end of such thirty (30) days period, or if all parties deliver written confirmation of each of their respective acceptance of the Closing Statement within such thirty (30) days period, all of the parties shall be deemed to have accepted as final the Closing Statement delivered by the Company under Section 2.3(a) above. Throughout the periods during which the Closing Statement is being prepared and any disputes that may arise under this Section 2.3(b) are being resolved, Purchaser shall, in its capacity as a shareholder of the Company, promptly upon request by NNL or Purchaser, cause the Company to provide NNL and Purchaser and their respective representatives reasonable access to the information, books, records and personnel of the Company as may have been relied on by the Company in the preparation of the Closing Statement; provided that nothing herein shall require the Company (i) to incur any third- party costs to satisfy the Company’s foregoing obligation and (ii) to disclose any information to any party hereto if such information disclosure would jeopardize any attorney-client or legal privilege or contravene any applicable Law, fiduciary duty or agreement, it being understood, that Purchaser shall use its commercially reasonable efforts, in its capacity as a shareholder of the Company, to cause the Company to cooperate in any reasonable efforts and to request for waivers that would enable otherwise required disclosure to NNL and Purchaser or their respective representatives to occur without so jeopardizing privilege or contravening such Law, duty or agreement. The parties hereto shall negotiate in good faith to resolve any disagreement with respect to the Closing Statement, and any resolution agreed to in writing by the parties hereto shall be final and binding upon the p...
