Purchase Price Dispute Notice definition

Purchase Price Dispute Notice has the meaning set forth in Section 2.4(b)(ii).

Purchase Price Dispute Notice has the meaning set forth in Section 1.5(c).

Purchase Price Dispute Notice shall have the meaning set forth in Section 2.07(b).

Examples of Purchase Price Dispute Notice in a sentence

• If Seller does not deliver a Purchase Price Dispute Notice within such forty-five (45)-day period, the Purchase Price Adjustment Statement, as delivered by Buyer to Seller, shall be the Final Purchase Price Adjustment Statement.

• If Buyer and Seller are unable to resolve all Dispute Amounts within twenty (20) days after delivery of a Purchase Price Dispute Notice, then the Dispute Amounts shall be referred for final determination to the Accounting Arbitrator within fifteen (15) days after the end of such twenty (20)-day period.

• If Seller disagrees with the Purchase Price Adjustment Statement, Seller shall notify Buyer in writing of such disagreement within forty-five (45) days after delivery of the Purchase Price Adjustment Statement, which notice (a “ Purchase Price Dispute Notice ”) shall describe in reasonable detail the nature of such disagreement, including the specific items involved and the dollar amounts thereof (the “ Dispute Amounts ”).

• Once delivered, Seller may not modify or amend the Purchase Price Dispute Notice.

• If a Purchase Price Dispute Notice is provided to the U.S. Buyer, then the U.S. Buyer and Seller shall use reasonable efforts to resolve the disputed items during the thirty (30)-day period commencing on the date of the U.S. Buyer’s receipt of the Purchase Price Dispute Notice.

• If Seller does not provide a Purchase Price Dispute Notice to the U.S. Buyer within such sixty (60)-day period, then the parties agree that the Buyer Purchase Price Calculations set forth in the applicable Closing Statement shall become final and binding on the parties hereto.

• The Seller Representative may deliver a Purchase Price Dispute Notice, including with respect to the Earn-Out Payment set forth therein, to Acquiror within thirty (30) days of receipt of the Earn-Out Statement thereof in accordance with Section 2.4(b), and the dispute resolutions provided in Section 2.4(b) shall apply until the amount of the Earn-Out Payment is finally determined as provided therein.

• In making its determination regarding such applicable dispute, the Accounting Firm shall select, with respect to each item in dispute, an amount between or equal to Purchaser’s position as set forth in the Proposed Closing Date Calculations or Seller’s position as set forth in the Purchase Price Dispute Notice.

• Lawyer B.E. who is registered to Adana Bar Association gave a written application to Adana RC in 27/11/2015 and demanded a meeting with the applicant.

• Within sixty (60) days of receipt of the Draft Profit Pooling Accounts, Seller may provide written notice to the U.S. Buyer disputing all or a part of the Draft Profit Pooling Accounts (which notice Seller may deliver to the U.S. Buyer together with, or separate from, any Purchase Price Dispute Notice delivered to the U.S. Buyer by Seller pursuant to Section 1.3(c)(iii) ).

More Definitions of Purchase Price Dispute Notice

Purchase Price Dispute Notice has the meaning set forth in Section 3.3(b).

Purchase Price Dispute Notice shall have the meaning assigned to such term in Section 2.3(b).

Purchase Price Dispute Notice has the meaning set forth in Section 2.4(b)(ii). “QSub Election” has the meaning set forth on Exhibit 2. “R&W Insurance Policy” means that certain representations and warranties insurance policy issued by Ethos Specialty Insurance Services LLC to Acquiror in connection with the transactions contemplated hereby, in form and substance reasonably acceptable to Acquiror. “Registered Company IP” has the meaning set forth in Section 3.14(a)(i). “Related Party” means (A) any officer, director, shareholder or Affiliate of the Company, NewCo, any Seller Guarantor or any Seller or (B) any immediate family member of any such Person in the preceding clause (A). “Related Software” has the meaning set forth in the definition of “Open License Terms”. “Releasees” has the meaning set forth in Section 6.11(a). “Releasing Parties” has the meaning set forth in Section 6.11(a). “Relevant Service Provider” means each current or former Company Employee, director, officer and other individual service provider to the Company. “Representatives” means, with respect to any Person, any director, officer, agent, employee, general partner, member, stockholder, equityholder, advisor, manager, consultant, counsel, accountant or other representative of such Person. “Restricted Period” has the meaning set forth in Section 6.13(a). “Restrictive Covenant Agreement” means that certain Restrictive Covenant Agreement, to be entered into by the Company and Paulo Merloti, substantially in the form attached hereto as Exhibit 5. “Restructuring” has the meaning set forth in the Recitals. “Rev. Proc. 2004-35 Filing” means request for relief filed pursuant to IRS Revenue Procedure 2004-35, 2004-23 IRB 1029, in respect of the Company in connection with late shareholder consents for an S Corporation in a community property state. “S Corporation Tax Proceeding” has the meaning set forth in Section 8.1(d). “S Corporation Tax Returns” has the meaning set forth in Section 8.1(c). “Section 1542” has the meaning set forth in Section 6.11(b).

Purchase Price Dispute Notice specifying the amount disputed and the basis for the dispute, together with supporting documentation reflecting the analysis of and justification for any re-computation made; provided, however, that the dispute procedure set forth herein and in Section 2(j) hereof shall only apply to a dispute regarding the Net Debt component of the Purchase Price, and shall not apply to the Funds Price component, which shall be finalized as of the Closing Date. In the event that a Purchase Price Dispute Notice is issued by either party, such dispute shall be resolved in accordance with the terms of Section 2(j) hereof. For the avoidance of doubt, nothing in this Section 2 shall restrict or delay the Holdings’ distribution of the proceeds of the Purchase Option following the Purchase Option Closing Date. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.