Disputed Items definition
Examples of Disputed Items in a sentence
During the first twenty (20) days after the date upon which ▇▇▇▇▇ receives a Notice of Disagreement, the Parties shall attempt in good faith to resolve in writing any differences that they may have with respect to all Disputed Items.
If at the end of such twenty (20)-day period (or such earlier or longer period by mutual agreement to arbitrate) the Parties have not reached agreement, the Disputed Items that remain in dispute (the “Remaining Disputed Items”), and only the Remaining Disputed Items, shall be submitted to the Independent Accounting Firm by either Seller or Buyer for review and resolution.
If a Notice of Disagreement is delivered by Seller, then the Closing Adjustment Certificate shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (A) the date upon which Seller and Buyer agree in writing with respect to all Disputed Items and (B) the date upon which the Final Adjustment Certificate is issued by the Independent Accounting Firm.
Seller and Buyer shall promptly provide their respective assertions regarding the Remaining Disputed Items (including their respective calculations, supporting documentation and reasonably detailed explanation for such increases or decreases with regard to the Remaining Disputed Items) in writing to the Independent Accounting Firm and to each other for the settlement of any amounts set forth in the Notice of Disagreement that remain in dispute.
If a Notice of Disagreement is delivered by Members’ Representative, then the Closing Adjustment Certificate shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (A) the date upon which Members’ Representative and Buyer agree in writing with respect to all Disputed Items and (B) the date upon which the Final Adjustment Certificate is issued by the Independent Accounting Firm.