Review and Dispute Resolution. The Post-Closing Adjustment Notice shall be binding and conclusive on the parties hereto and the Indemnitors (as defined in Section 9.2(a)) unless, on or prior to 30 days after the delivery thereof, the Stockholders’ Agent gives written notice to Parent of the Stockholders’ Agent’s objection to any item or portion thereof, including a reasonably detailed explanation of the basis for each such objection along with reasonably detailed supporting calculations. In the event such an objection is timely made, any item or portion not objected to shall be binding and conclusive on the parties hereto and Parent and Stockholder’s Agent shall attempt in good faith to resolve any disputed items. If the parties are unable to reach agreement with respect to any item or portion objected to within 15 days after the Stockholders’ Agent’s notice of objection is delivered to the Parent, the determination of the Accounting Firm (as defined below) as to any such item shall be binding and conclusive on the parties hereto and the Indemnitors. Parent shall select a certified public accounting firm that has not served as an independent auditor for, or provided any other significant services to, either Parent, the Company or Stockholders’ Agent (the “Accounting Firm”), subject to the written consent of the Stockholders’ Agent (such consent not to be unreasonably withheld or delayed), to promptly resolve any remaining disagreements and determine the final Working Capital Adjustment. Each of Parent and the Stockholders’ Agent (solely on behalf of the Indemnitors) shall pay its own costs and expenses related to the review and dispute resolution process. The party (either Parent or the Stockholders’ Agent (solely on behalf of the Indemnitors)) whose Claimed Amount differs the most from the Accounting Firm’s determination of the Working Capital Adjustment at the Closing shall pay the fees and disbursements of the Accounting Firm, unless otherwise determined by the Accounting Firm. Parent and the Stockholders’ Agent shall use their best efforts to complete the final determination of the Working Capital Adjustment as soon as practicable after the Closing Date. For purposes of this Section 1.9(c), “Claimed Amount” with respect to a party shall mean the amount of Working Capital Adjustment claimed by such party at the time of submission of the dispute to the Accounting Firm.
Review and Dispute Resolution. 7.1 The MoU will be subject to periodic review by all the Partners and amended as appropriate.
Review and Dispute Resolution. 10.1. The Parties will establish an annual program review process with appropriate senior executives of the Parties of at least the level of Vice President or other comparable level as defined by each Party.
Review and Dispute Resolution. The Regional Committee shall be responsible for reviewing these fines, penalties or claims and their associated costs, when they relate to billing disputes, and concurring with their applicability to the Parties. If there are disagreements regarding the responsibility of any of the appropriate Parties to pay for such costs, the Regional Committee shall address the issues in a timely manner, including, if necessary, referring the matter to the Leadership Committee for resolution.
Review and Dispute Resolution. During the 30-day period following Seller's receipt of the Statement, Seller and its independent auditors shall be permitted to review the working papers relating to the Statement. The Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof, unless Seller gives written notice of its disagreement with the Statement ("Notice of Disagreement") to Buyer prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted and (B) only include disagreements based on mathematical errors or based on Closing Net Working Capital not being calculated in accordance with this Section 2. If a Notice of Disagreement is received by Buyer in a timely manner, then the Statement (as revised in accordance with clause (I) or (II) below) shall become final and binding upon Seller and Buyer on the earlier of (I) the date Seller and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). The Statement, upon becoming final and binding in accordance with this Section 2(b)(iii), and as the same may be revised in accordance with clauses (I) or (II) of the preceding sentence, is hereinafter referred to as the "Final Statement". During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. The Accounting Firm shall be a nationally recognized independent public accounting firm as shall be agreed upon by the parties in writing. Seller and Buyer shall use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters submitted to the Accounting Firm within 30 days following submission of the disputed matters to the Accounting Firm. Seller and Buyer agree that judgment may be entered upon the determination of the Accounting Firm in 11 6 any court having jurisdiction over the party against which such determination is to be enforced. The cost of any ar...
Review and Dispute Resolution. As described in Section 13, the Steering ----------------------------- Committee shall review and evaluate the performance of Marketing and Sales Initiatives for the prior quarter, and the then-current quarter as part of its regular meeting agenda. The Steering Committee shall work to resolve all differences between the parties including, but not limited to, whether or not the Marketing and Sales Initiatives are being executed in a manner substantially similar to their descriptions, and/or whether or not the Marketing and Sales Initiatives, in the aggregate, are consistent with the Business Plan. Disputes that are not resolved by the Steering Committee shall be escalated as provided in the Agreement.
Review and Dispute Resolution. The Metelics Audited Financial Statements as prepared and delivered to MCE in accordance with this Section 4.1(a) shall be binding and conclusive on the parties hereto unless, on or prior to twenty (20) days after the delivery thereof, MCE gives written notice to Metelics' and/or the Shareholders' of an objection to any item thereon. In the event such an objection is made, any item not objected to shall be binding and conclusive on the parties hereto. If the parties are unable to reach agreement with respect to any item objected to within fifteen (15) days after MCE's notice of objection, the joint determination of the respective independent public accountants of MCE and Metelics, being Ernst & Young LLP and Mohlxx, Xxxox & Xillxxxx, xxspectively, as to any such item shall be binding and conclusive on the parties 32 34 hereto. If such independent public accountants cannot agree within twenty (20) days after the expiration of the aforementioned fifteen (15) day period, at the option of either MCE, on the one hand, or Metelics and/or the Shareholders, on the other hand, any item so disputed shall be submitted to Price Waterhouse and determinations thus made shall be binding upon the parties hereto.
Review and Dispute Resolution. The MCE Audited Financial Statements as prepared and delivered to Metelics and/or the Shareholders' Committee in accordance with this Section 4.1(b) shall be binding and conclusive on the parties hereto unless, on or prior to twenty (20) days after the delivery thereof, Metelics and/or the Shareholders' Committee gives written notice to MCE of an objection to any item thereon. In the event such an objection is made, any item not objected to shall be binding and conclusive on the parties hereto. If the parties are unable to reach agreement with respect to any item objected to within fifteen (15) days after Metelics' and/or the Shareholders' notice of objection, the joint determination of the respective independent public accountants of MCE and Metelics, being Ernst & Young LLP and Mohlxx, Xxxox & Xillxxxx, respectively, as to any such item shall be binding and conclusive on the parties hereto. If such independent public accountants cannot agree within twenty (20) days after the expiration of the aforementioned fifteen (15) day period, at the option of either MCE, on the one hand, or Metelics and/or the Shareholders' Committee, on the other hand, any item so disputed shall be submitted to Price Waterhouse and determinations thus made shall be binding upon the parties hereto.
Review and Dispute Resolution. As soon as practicable following the conclusions of each quarterly stock allocation, (i) the Company will create, and the Association will review and assist in explaining to pilots, a summary of the 5 allocation calculation for all Participating Pilots and (ii) the Company will provide each Participating Pilot with a description of is/her allocation calculation, including a statement of the pilot's Pay Hours, the pilot's Pay Gap, and the applicable Average Stock Price during the Allocation Period (an "Allocation Statement"). If a Participating Pilot disputes (i) the number of Pay Hours or (ii) the applicable Pay Gap contained on his/her Allocation Statement, the pilot must submit a written issue statement to the Company, in a form to be determined by the Company, by no later than 15 days following the distribution of the Allocation Statements. All such issues will be conclusively determined by the Company no later than 30 days following its receipt of such statement. The Company will implement any corrections that result from this review process in the next allocation following its decision or a special one-time allocation in the event the correction concerns the Final Allocation. The parties will develop a reasonable distribution mechanism (E.G., a brief deferral of the Final Allocation or a holdback from the Final Allocation) to ensure that the Company maintains sufficient shares in the Stock Pool to process any such corrections with respect to the Final Allocation. In no event, however, will the Company's obligation to contribute shares to the Plan exceed 1,685,380.
Review and Dispute Resolution. Both the FSA and FSS agree to meet and review the following protocols at least once a year to ensure they remain robust and fit for purpose. The protocols should be amended as required to reflect emerging trends and other drivers for change:
