Dispute Notice. If there is a dispute between the parties, then either party may give a notice to the other succinctly setting out the details of the dispute and stating that it is a dispute notice given under this clause 17.1.
Dispute Notice. If the settlement of a disagreement is beyond the authority allowed the JBE’s project manager and the Contractor’s account manager under this Agreement, or if a disagreement has in the opinion of either party persisted for an undue length of time, either party may submit a Notice to the other party that the parties will commence the procedure set forth in this section 13 to resolve the Dispute (“Dispute Notice”). The Dispute Notice shall include: (i) detailed factual information and supporting documentation in support of the submitting party’s position; (ii) the specific Agreement provisions on which the Dispute is based; and (iii) if the Dispute involves a cost adjustment, the exact amount of the cost adjustment accompanied by all records supporting the submitting party’s position. The Dispute Notice shall include a written statement signed by an authorized representative of the submitting party indicating that the Dispute is made in good faith, that the supporting data and documents are accurate and complete, and that the amount requested, if any, accurately reflects the adjustment for which the submitting party believes the other party is responsible. To assist the other party in its review of the Dispute, the submitting party shall promptly comply with reasonable requests for additional information.
Dispute Notice. The Dispute Notice shall set out: the material particulars of the Dispute; the reasons why the Party serving the Dispute Notice believes that the Dispute has arisen; and if the Party serving the Dispute Notice believes that the Dispute should be dealt with under the Expedited Dispute Timetable as set out in paragraph 7 of this Call Off Schedule 11, the reason why. Unless agreed otherwise in writing, the Parties shall continue to comply with their respective obligations under this Call Off Contract regardless of the nature of the Dispute and notwithstanding the referral of the Dispute to the Dispute Resolution Procedure.
Dispute Notice. (a) Any party claiming that a Dispute has arisen may give a written notice to the other party (Dispute Notice). The Dispute Notice must:
Dispute Notice. Notice by either Party of the existence of a Dispute shall (i) be delivered in writing, (ii) specify what provision of the Agreement such Party believes is under Dispute and (iii) recommend a course of action to resolve the Dispute (the “Dispute Notice”).
Dispute Notice. In the event that the Stockholders’ Representative either advises the Parent in writing that the Stockholders have no objections to the Closing Date Financial Statements or if the Stockholders’ Representative otherwise fails to deliver a Dispute Notice to the Parent within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, the Closing Date Financial Statements prepared by the Parent, including the amount of Cash and Cash Equivalents and Adjusted Debt set forth therein, shall be deemed to be and shall become final, binding and conclusive on all of the parties hereto. In the event that the Stockholders’ Representative does not believe that the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash and Cash Equivalents or Adjusted Debt as of the close of business on the day immediately prior to the Closing Date or that the Closing Date Financial Statements were not prepared in accordance with the terms set forth in this Agreement, the Stockholders’ Representative shall, within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, prepare and deliver to the Parent a written notice of dispute (the “Dispute Notice”), which Dispute Notice shall (i) identify (to the extent of information available to the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Statements and (ii) to the extent possible, set forth the Cash Merger Consideration adjustment, if any, to be made in accordance with this Section 1.12 believed proper by the Stockholders’ Representative based on the amount of Cash and Cash Equivalents and Adjusted Debt as of the close of business on the day immediately prior to the Closing Date, as calculated by the Stockholders’ Representative.
Dispute Notice. At the written request of any Party (a "DISPUTE NOTICE"), the Parties to the dispute will within seven business days of the Dispute Notice, appoint knowledgeable, responsible representatives to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The Parties intend that these negotiations be conducted by business representatives, including at least one senior executive of each Party to the dispute. The representatives shall meet and confer, in person or by teleconference, not later than such seventh business day after the date of the Dispute Notice. The location, format, frequency, duration and conclusion of these discussions shall be left to the discretion of the representatives; provided that, the duration shall not exceed 45 days from the date of the Dispute Notice (an "ACTION DATE") unless extended by mutual written agreement of the Parties setting forth a new Action Date. The Dispute Notice and any extension shall specify the Action Date. The Dispute Notice shall set forth the nature of the dispute, in reasonable detail. Discussion and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, and shall not be admissible in the arbitration described below. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration. If the Parties are unable to resolve any disputes arising under or relating to this Agreement (each a "DISPUTE") using the process described in this Section 21(d) within the time period provided, including without limitation disputes regarding a breach or default under this Agreement, the Parties shall arbitrate such dispute pursuant to the arbitration provisions set forth in Section 21(d)(iii) and as modified by the Special Arbitration provisions Section 21(d)(xii) in the case of disputes arising under Section 20(e)(ii).
Dispute Notice. If any dispute or difference arises between the parties, or if any matter or issue arises which the parties wishes to have resolved or remedied (a Dispute) a party may serve a notice of Dispute on the other (Dispute Notice). For the purposes of this and the following clauses the term Dispute Notice means a written notice issued by either party on the other:
Dispute Notice. 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 amounts shown in the Preliminary Closing Statement shall be made in accordance with the agreement of the Company and the 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 Company’s Receipt of such Dispute Notice, the remaining items in such dispute shall promptly thereafter be submitted to the Independent Accounting Firm for resolution, and the resolution of the Independent Accounting Firm shall be final and binding on the parties. The Independent Accounting Firm shall consider only those items and amounts as to which the Company and the Stakeholder Representative 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 report setting forth the resolution of each disputed matter within thirty (30) days of submission of the Preliminary Closing Balance Sheet and the Preliminary Closing Statement to it and, in any case, as promptly as practicable after such submission. The determination made by the Independent Accounting Firm shall not exceed or be less than the amounts proposed by the Company and the Stakeholder Representative, as applicable. The Independent Accounting Firm will determine the allocation of the c...
Dispute Notice. If any dispute arises between two or more parties (Disputing Parties) in connection with this agreement, the party requiring it to be resolved must promptly give each other Disputing Party written notice giving details of the dispute.
