Review and Dispute Resolution. Following the delivery of any Earnout Statement to Seller, Purchaser and FAT Brands shall afford Seller or its representatives the full opportunity to receive copies of and examine such supporting schedules, analyses, work papers (including any audit work papers) and other underlying records or documentation as are reasonably necessary or appropriate to evaluate such Earnout Statement or Purchaser’s calculation of the Earnout Face Value as of the Earnout Calculation Date. Purchaser and FAT Brands shall fully and promptly cooperate with Seller or its representatives in such examination, including providing answers to reasonable questions asked by Seller or its representatives, and Purchaser and FAT Brands shall promptly make available to Seller and its representatives any records under their control that are reasonably requested by Seller or its representatives and are relevant to the foregoing matters. If within thirty (30) days following delivery of the applicable Earnout Statement to Seller, Seller has not delivered to Purchaser and FAT Brands written notice (an “Objection Notice”) setting forth in reasonable detail the reasons for which Seller does not agree with the calculation of the Earnout Face Value set forth in the Earnout Statement, then such Earnout Statement shall be deemed final and binding on the parties and the applicable Earnout Payment shall be due and payable as provided in Section 8.5. If Seller delivers an Objection Notice within such thirty (30) day period, then Purchaser, FAT Brands and Seller shall endeavor in good faith to resolve the objections contained therein, for a period not to exceed thirty (30) days following delivery of such Objection Notice. If, at the end of such thirty (30) day period, there are any objections that remain in dispute with respect to the Earnout Statement, then the items in the Objection Notice that remain in dispute (the “Disputed Items”) shall be submitted for resolution to a nationally recognized accounting firm (the “Referee”) mutually agreed by FAT Brands and Seller (but who shall not have served as the auditor of, or a consultant to, Purchaser, Seller or FAT Brands) within five (5) days following the end of such thirty (30) day period; provided that, if Purchaser and Seller are unable to mutually agree on a Referee within such five (5) day period, then each of Purchaser and Seller shall appoint one (1) such independent nationally recognized accounting firm and those two firms shall appoint a third na...
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:
