Contingent Payment Dispute Notice definition

Contingent Payment Dispute Notice shall have the meaning set forth in Section 2.4(g).
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Contingent Payment Dispute Notice has the meaning set forth in Section 2.10(c).
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Contingent Payment Dispute Notice. Promptly following receipt by the Buyer of any Contingent Payment Dispute Notice from the Sellers’ Representative, the Buyer and the Sellers’ Representative shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If the Sellers’ Representative and the Buyer are unable to reach a resolution with such effect within 20 Business Days after the receipt by the Buyer of the Contingent Payment Dispute Notice, the Sellers’ Representative and the Buyer shall submit the items remaining in dispute for resolution to an independent accounting firm of national reputation mutually and reasonably acceptable to the Sellers’ Representative and the Buyer (the “Independent Accounting Firm”), which shall, within 30 Business Days after such submission, determine and report to the Sellers’ Representative and the Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on the Sellers and the Buyer. The fees and disbursements of any accounting firm retained by the Sellers’ Representative or the Buyer to assist it in any dispute regarding any Contingent Payment Quarterly Report and the Independent Accounting Firm, if any, shall be borne by either the Buyer or Cxxxxx in the event that either the Buyer or the Sellers’ Representative, respectively, does not prevail in the dispute (including the Company in the event that the Buyer is such non-prevailing party); provided that to the extent the dispute relates to the amount of Non-US Licensing Earn-Out Payments payable, the expenses shall be allocated between Cxxxxx and the Buyer in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by the Buyer or the Sellers’ Representative (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted; provided, further that Cxxxxx shall not be entitled to reimbursement from any Seller for such fees and disbursements under this Section 1.04(f) in excess of any amount of the Purchase Price actually received by such Seller.
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Examples of Contingent Payment Dispute Notice in a sentence

  • The decision of the arbitrator regarding any issue raised in the Contingent Payment Dispute Notice shall be binding and conclusive.

  • If the Stockholder Representative and OSI are unable to resolve the dispute within forty-five (45) calendar days following OSI’s receipt of a Contingent Payment Dispute Notice, the dispute shall be submitted to binding arbitration.


More Definitions of Contingent Payment Dispute Notice

Contingent Payment Dispute Notice has the meaning assigned to such term in Section .
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Related to Contingent Payment 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.

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

  • Contingent Payment has the meaning set forth in Section 4.2 (Contingent Payments).

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

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

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

  • Tax Dispute has the meaning set forth in Section 5.06.

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VI.

  • Claims Notice has the meaning set forth in Section 9.3(a).

  • Contingent Claim means any Claim, the liability for which attaches or is dependent upon the occurrence or happening of, or is triggered by, an event, which event has not yet occurred, happened or been triggered as of the date on which such Claim is sought to be estimated or an objection to such Claim is filed, whether or not such event is within the actual or presumed contemplation of the holder of such Claim and whether or not a relationship between the holder of such Claim and FairPoint now or hereafter exists or previously existed.

  • Disputing Party has the meaning specified in Paragraph 5.

  • Claimed Amount means the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party.

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

  • Claim Objection Deadline means the first Business Day that is 180 days after the Effective Date, as may be extended by order of the Bankruptcy Court.

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

  • Disagreement means a difference of opinion between personnel of a reporting issuer responsible for finalizing the reporting issuer’s financial statements and the personnel of a predecessor auditor responsible for authorizing the issuance of audit reports on the reporting issuer’s financial statements or authorizing the communication of the results of the auditor’s review of the reporting issuer’s interim financial report, if the difference of opinion

  • 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).

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Contingent Payments has the meaning set forth in Section 2.3(d).

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Billing Dispute means the dispute of an invoice prepared by an Operator to the Other Operator which is made in good faith.

  • Agreement Disputes shall have the meaning set forth in Section 6.1.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.