Closing Statement Dispute Notice definition

Closing Statement Dispute Notice shall have the meaning set forth in Section 2.3(c).

Closing Statement Dispute Notice shall have the meaning assigned to it in Section 1.9(d).

Closing Statement Dispute Notice is defined in Section 3.2(b).

Examples of Closing Statement Dispute Notice in a sentence

• If Purchasers and Sellers are unable to reach a resolution within thirty (30) days after the delivery of the Final Closing Statement Dispute Notice, Purchasers and Sellers shall submit their respective determinations and calculations and the items remaining in dispute for resolution to the Independent Accounting Firm.

• If Sellers deliver a Final Closing Statement Dispute Notice to Purchasers, Purchasers and Sellers shall attempt to reconcile the parties’ differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties.

• If Seller delivers a Closing Statement Dispute Notice, then Purchaser and Seller shall seek in good faith to resolve the Disputed Items during the 30-day period beginning on the date Purchaser receives the Closing Statement Dispute Notice (the “Resolution Period”).

• If Parent and the Securityholder Representative, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after Parent’s receipt of the Closing Statement Dispute Notice, then Parent and the Securityholder Representative shall jointly engage Ernst & Young (or any other mutually acceptable accounting firm) (the “ Arbitration Firm ”) to arbitrate such dispute.

• Within forty-five (45) days following receipt by the Securityholder Representative of the Net Working Capital Closing Statement, the Securityholder Representative shall deliver written notice to Parent of any dispute it has with respect to the preparation or content of the Net Working Capital Closing Statement (“ Closing Statement Dispute Notice ”).

• If Securityholder Representative timely delivers a Closing Statement Dispute Notice to Parent, Parent and the Securityholder Representative shall negotiate in good faith to resolve such dispute.

• If the Securityholder Representative does not deliver a Closing Statement Dispute Notice to Parentwithin such forty-five (45)-day period, the Final Working Capital set forth in the Net Working Capital Closing Statement will be final, conclusive and binding on the parties.

• Such Closing Statement Dispute Notice shall set forth in reasonable detail the Seller’s objections to the Closing Net Working Capital, Closing Indebtedness and Closing Seller Transaction Expenses set forth on the Closing Statement, and the Seller’s reasons therefor and the Seller shall be deemed to have agreed with all other items contained in the Closing Statement.

• If the Securityholder Representative does not deliver a Closing Statement Dispute Notice to Parent 5 F or p er so na l u se o nl y within such forty-five (45)-day period, the Final Working Capital set forth in the Net Working Capital Closing Statement will be final, conclusive and binding on the parties.

• In connection with the preparation or review of the Closing Statement or the Closing Statement Dispute Notice, as the case may be, each Party shall provide promptly to the other Party and such other Party’s Representatives all non-privileged and historical books, records and documentation as the other Party shall reasonably request.

More Definitions of Closing Statement Dispute Notice

Closing Statement Dispute Notice shall have the meaning set forth in Section 1.7(c) of the Agreement.

Closing Statement Dispute Notice. If the Lenders’ Representative does not deliver a Closing Statement Dispute Notice to Buyer within such forty-five (45)-day period, the Final Working Capital and the Final Cash set forth in the Closing Statement will be final, conclusive and binding on the parties.

Closing Statement Dispute Notice. Section 1.3(c) “Closing Statement” Section 1.3(b) “Closing” Section 1.3 “Code” Recitals “Competing Proposal” Section 7.4(f)(i) “Confidentiality Agreement” Section 7.5(a)

Closing Statement Dispute Notice is defined in Section 2.14.

Closing Statement Dispute Notice. Section 1.3(c) “Closing Statement” Section 1.3(b)