Resolution of Notice of Disagreement Sample Clauses

Resolution of Notice of Disagreement. During the twenty ------------------------------------ (20) Business Day period following delivery of a Notice of Disagreement by the Buyer to the Seller, the Parties in good faith shall seek to resolve in writing any differences that they may have with respect to the disputed items specified therein (the "Disputed Items"). During such twenty (20) Business Day -------------- period, the Buyer shall cooperate with the Seller and its Representatives to provide them with any information used in preparing the Notice of Disagreement reasonably requested by the Seller or its Representatives and reasonably available to the Buyer. Any Disputed Items resolved in writing between the Buyer and the Seller within such twenty (20) Business Day period shall be final and binding with respect to such items, and if the Seller and the Buyer agree in writing on the resolution of each Disputed Item and the amount of the Final Inventory Value, the amount so determined shall be final and binding on the Parties for all purposes hereunder. If the Seller and the Buyer have not resolved all such differences by the end of such twenty (20) Business Day period, the Seller and the Buyer shall jointly submit, in writing, to a mutually acceptable internationally recognized independent public accounting firm (the "Independent Accounting Firm"), all Disputed Items --------------------------- remaining in dispute. The Parties shall deliver to the Independent Accounting Firm a written brief from each Party detailing its views as to the correct nature and amount of each Disputed Item remaining in dispute and the amount of the Final Inventory Value. The Independent Accounting Firm shall make a written determination as to each such Disputed Item and the amount of the Final Inventory Value, which determination shall be final and binding on the Parties for all purposes hereunder. The determination of the Independent Accounting Firm shall be accompanied by a certificate of the Independent Accounting Firm that it reached such determination in accordance with the provisions of this Section 2.8. The Independent Accounting Firm shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other internationally recognized independent public accounting firm as shall be agreed in writing by the Seller and the Buyer. The Seller and the Buyer shall use their respective commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matter...
Sample 1
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Resolution of Notice of Disagreement. During ------------------------------------ the twenty (20) Business Day period following delivery of a Notice of Disagreement by the Buyer to the Seller, the Parties in good faith shall seek to resolve in writing any differences that they may have with respect to the disputed items specified therein (the "Disputed Items"). During such -------------- twenty (20) Business Day period, the Buyer shall cooperate with the Seller and its Representatives to provide them with any information used in preparing the Notice of Disagreement reasonably requested by the Seller or its Representatives and reasonably available to the Buyer. Any Disputed Items resolved in writing between the Buyer and the Seller within such twenty (20) Business Day period shall be final and binding with respect to such items, and if the Seller and the Buyer agree in writing on the resolution of each
Sample 1

Related to Resolution of Notice of Disagreement

  • Resolution of Notice of Claim Each Notice of Claim given by an Indemnitee shall be resolved as follows:

  • Notice of Dispute The party wishing to commence the dispute resolution process must give written notice (Notice of Dispute) to the other parties of:

  • Resolution of Dispute Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.

  • Notice of Disputes Notice of the dispute will be submitted on the form provided in Appendix A and sent to the responding party, in order to provide an opportunity to respond. The Crown shall be provided with a copy.

  • 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.

  • Resolution of Disputes Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

  • Resolution of Discrepancies In the event of any discrepancy between the information set forth in any report provided by the Custodian to the Company and any information contained in the books or records of the Company, the Company shall promptly notify the Custodian thereof and the parties shall cooperate to diligently resolve the discrepancy.

  • Resolution of Objections to Claims (a) If the Members do not object in writing to any claim or claims by Buyer made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall submit one or more joint written instructions to the Escrow Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyer. If the Members object in writing to any claim or claims made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall attempt in good faith for forty-five (45) days after Buyer’s receipt of such written objection to resolve such objection. If Buyer and the Members reach agreement during such period that Buyer is entitled to all or any portion of the Indemnifiable Damages sought pursuant to the Officer’s Certificate, then Buyer and the Members shall submit a joint written instruction to the Escrow Agent directing the release to Buyer of such Indemnifiable Damages or portion thereof. If Buyer and the Members reach agreement that Buyer is not entitled to any Indemnifiable Damages with respect to the matter set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts shall be released from the Escrow Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder shall be released by the Escrow Agent to the Members in accordance with the Escrow Agreement, and Buyer and the Members shall submit a joint written instruction to the Escrow Agent so directing the release of funds from the Escrow Account.

  • Notice of Direct Claims Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided, that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

  • Governing Law; Resolution of Disputes This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, at the Executive’s election, if the Executive is not then residing or working in the Milwaukee, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Executive resides; provided, that, if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be either Milwaukee, Wisconsin or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Executive’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

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