Closing Date Dispute Notice definition

Closing Date Dispute Notice has the meaning set forth in Section 2.06(b).
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Closing Date Dispute Notice to the Buyer within 15 days after the delivery of the Closing Date Balance Sheet. The Closing Date Dispute Notice shall identify each disputed item on the Closing Date Balance Sheet, specify the amount of such dispute and set forth the basis for such dispute. In the event of such a dispute, the Seller Representative and the Buyer shall attempt in good faith to reconcile their differences. If the Seller Representative and the Buyer are unable to reach a resolution of their differences within 45 days after the Seller Representative delivers the Closing Date Dispute Notice to the Buyer, then the Seller Representative and the Buyer shall promptly submit any remaining disputed items to an Independent Accounting Firm. If any remaining disputed items are submitted to the Independent Accounting Firm for resolution (i) each party will furnish to the Independent Accounting Firm such work papers and other documents and information relating to the remaining disputed items as the Independent Accounting Firm may request and are available to such party, and each party will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the disputed items and to discuss the resolution of the disputed items with the Independent Accounting Firm; (ii) each of the Buyer and the Seller Representative will use its good faith, commercially reasonable efforts to work with the other parties and the Independent Accounting Firm to resolve the disputed items within 45 days of submission of the disputed items to the Independent Accounting Firm; (iii) the determination by the Independent Accounting Firm, as set forth in a written notice to the Seller Representative and the Buyer, shall be final, binding and conclusive on Sellers and the Buyer; and (iv) the fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller Representative and the Buyer so that the Seller Representative pays for the percentage of such fees and disbursements equal to the ratio that the amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by the Seller Representative (as finally determined by the Independent Accounting Firm) bears to the total amount of all disputed items submitted to the Independent Accounting Firm, and the Buyer shall pay the balance of such fees and disbursements.
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Closing Date Dispute Notice has the meaning set forth in Section 1.10(c) of this Agreement.
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Examples of Closing Date Dispute Notice in a sentence

  • However,the proportion of recharge allocated for use and the subsequent determination of the sustainable limits was not a precautionary approach and lacked consistency with the objectives of the Plan.The allocation of 90% of mean annual vertical recharge is a very high proportion relying on an accurate estimate of recharge5 and allowing no room for error.

  • The Closing Date Dispute Notice shall identify each disputed item on the Closing Date Balance Sheet, specify the amount of such dispute and set forth the basis for such dispute.

  • If Seller and Purchaser are unable to reach a resolution of their differences within twenty (20) days after the date the Seller delivers the Closing Date Dispute Notice to Purchaser, then Seller and Purchaser shall promptly submit any remaining disputed items to any independent accounting firm of international reputation mutually acceptable to Seller and Purchaser (an "Independent Accounting Firm").

  • In the event a Closing Date Dispute Notice or an Earnout Dispute Notice is timely delivered to Buyer by the Domestic Seller Companies, Buyer and the Domestic Seller Companies shall negotiate thereafter for a period of up to 30 days in good faith to resolve any items of dispute.

  • Federal grants – greater than $500,000 Proposal The following information is required to be submitted: 1.

  • In the event a Closing Date Dispute Notice is timely delivered to Buyer by Seller, Buyer and Seller shall thereafter for a period of up to thirty (30) days negotiate in good faith to resolve any items of dispute.

  • In the event a Closing Date Dispute Notice is timely delivered to Parent by the Representative, Parent and the Representative shall thereafter for a period of up to 30 days negotiate in good faith to resolve any items of dispute.

  • If the Arbitrating Accountant adopts a compromise between the two parties positions, then each party shall be responsible for its own costs and expenses related to or arising from the resolution of the Closing Date Dispute Notice.

  • At the end of each academic semester, the General Dentistry faculty executes a Progress Summary report of every student’s ability to demonstrate the intellectual, ethical, and behavioral attributes of professionalism.

  • The Closing Date Dispute Notice shall identify each disputed item on the Closing Date Balance Sheet, specify the amount of such dispute and set forth the general basis for each item in dispute.

Related to Closing Date Dispute Notice

  • Dispute Notice has the meaning set forth in Section 2.7(b).

  • Billing Dispute Notice means a formal, written notice submitted to Metacom by the Customer in terms of this Procedure.

  • Objections Statement has the meaning set forth in Section 1.02(d).

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Objection Notice has the meaning set forth in Section 2.3(a) of this Agreement.

  • Mediation Notice is defined in Section 6.2(b).

  • Dispute Period shall have the meaning specified in Section 9.3(a).

  • Notice of Disagreement has the meaning set forth in Section 2.3(c).

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Seller’s Notice has the meaning set forth in Section 8.5(a).

  • Arbitration Notice has the meaning set forth in Section 9.13.

  • Escalation Notice has the meaning set forth in Section 8.02.

  • Dispute Date means, with respect to a Dispute, the date on which a Dispute Notice is effectively delivered by one party to the other party save that if, with respect to a Dispute, both parties deliver a Dispute Notice, the date on which the first in time of such notices is effectively delivered will be the Dispute Date. Each Dispute Notice will be effectively delivered if delivered in the manner agreed between the parties for the giving of notices in respect of this Agreement.

  • Disagreement Notice has the meaning specified in Section 2.04(c).

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Allocation Notice shall have the meaning assigned to such term in Section 11.14(i) hereof.

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Addition Notice With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.08, a notice of the Depositor's designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form attached hereto as Exhibit P.

  • Disputed Amount means an amount which Customer disputes. A Disputed Amount may relate to the whole or part of an invoice(s).

  • Notice of Dispute has the meaning provided in Section 2.1(f)(iii) of this Commercial Shared-Loss Agreement.

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.