The Dispute Notice definition

The Dispute Notice shall set forth the Buyer's position as to the proper Closing Net Working Capital. If no Dispute Notice is received by the Seller on or prior to the last day of the Review Period, the Adjustment Certificate shall be deemed accepted by the Buyer. In the event that the Buyer delivers a Dispute Notice to the Seller, the Buyer will concurrently pay to the Seller or the Seller will concurrently pay to the Buyer, as the case may be, any undisputed portion of the amount which would be payable pursuant to the first sentence of Section 1.3(d) if the Adjustment Certificate (and the amount of the Closing Net Working Capital derived therefrom) were deemed accepted by the Buyer, with interest on such amount as provided in Section 1.3(e). All payments made by the Seller or the Buyer pursuant to the preceding sentence shall be made by wire transfer of immediately available funds to an account or accounts designated by the respective party for such purpose.
Sample 1
The Dispute Notice is given (the "Option Interest") for a price equal to the Fair Market Value of Emcore's Membership Interest. The process for determining the Fair Market Value of the Option Interest shall be commenced promptly following such 30-day period. The closing of the purchase and sale of the Option Interest shall be consummated as soon as practicable following the determination of the Fair Market Value of the Option Interest, but in no event more than 30 days thereafter (subject to any extension necessary to comply with any applicable regulatory requirement). The purchase price shall be paid in cash at the closing. The Fair Market Value of Emcore's Membership Interest shall again be determined as of the dates which are twelve (12) months (the "12 Month Fair Market Value") and twenty four (24) months (the "24 Month Fair Market Value") after the date as of which such Fair Market Value is initially determined under section 10.02 of this Agreement. Promptly after the determination of (A) the 12 Month Fair Market Value, GE shall pay to Emcore in cash an amount equal to the excess, if any, of such 12 Month Fair Market Value over the initial Fair Market Value and (B) the 24 Month Fair Market Value, GE shall pay to Emcore in cash an amount equal to the excess, if any, of such 24 Month Fair Market Value over the greater of the initial Fair Market Value and the 12 Month Fair Market Value.
Sample 1
The Dispute Notice shall set forth with specificity the items in dispute. For a period of 30 days after the delivery of a Dispute Notice, Seller and Buyer shall negotiate in good faith to attempt to settle the dispute. If they are able to settle the dispute, the Transition Period Income Statement shall be adjusted to reflect the resolution
Sample 1

Examples of The Dispute Notice in a sentence

  • The Dispute Notice and the response shall each include a statement of the Party’s position, a general summary of the arguments supporting that position, the name and title of the executive who will represent the party and any other person(s) who will attend settlement meetings.

  • The Dispute Notice shall set forth with specificity the basis of the dispute.

  • The Dispute Notice and the Response shall include: (a) a statement of each party's position and a summary of arguments supporting that position, and (b) the name of the person(s) who will represent that party and the name of any other person who will accompany the representative(s).

  • The Dispute Notice shall set forth the basis of the dispute with reasonably specificity.

  • The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute.

  • The Dispute Notice and any extension shall specify the Action Date.

  • The Dispute Notice will include (i) a statement of that Party’s position and a summary of arguments supporting that position, and (ii) the name and title of the executive who will represent that Party, and of any other person who will accompany the executive, in the negotiations under next subsection.

  • The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail.

  • The Dispute Notice shall set forth the nature of the dispute, in reasonable detail.

  • The Dispute Notice and the response shall each include a statement of the Party’s position, a general summary of the arguments (including relevant facts and circumstances) supporting that position, the name and title of the Party’s representatives who will represent the Party and any other person(s) in negotiation of the Agreement Dispute.


More Definitions of The Dispute Notice

The Dispute Notice shall set forth with specificity the items in dispute. For a period of 30 days after the delivery of a Dispute Notice, Sellers and Buyer shall negotiate in good faith to attempt to settle the dispute. If they are able to settle the dispute, the Transition Period Income Statement shall be adjusted to reflect the resolution of the dispute. If they are unable to settle the dispute, the parties shall submit the matters then in dispute to binding arbitration in Milwaukee, Wisconsin, pursuant to the commercial arbitration rules of the American Arbitration Association. The arbitrator shall be a member of an accounting firm which has not rendered services to Sellers or Buyer during the two year period preceding the Closing Date. Each of the parties agrees to initially share the costs of arbitration, but further agree that upon a final determination, the prevailing party shall be reimbursed for all of its expenses in such arbitration, including reasonable attorneys' fees, and the nonprevailing party shall pay all costs thereof, as determined by such arbitration. Sellers hereby agree that Buyer's (i) right to review the Transition Period Income Statement and (ii) Buyer's failure to dispute any or all items contained therein as contemplated in this Section 1.3 shall not constitute approval or ratification
Sample 1
The Dispute Notice shall contain a brief statement setting forth the nature of the Dispute.
Sample 1
The Dispute Notice shall set forth Centerprise's position as to the disputed items on the Contingent Payment Report. Centerprise may deliver to the Stockholder Representative at any time a notice accepting the Contingent Payment Report without objection.
Sample 1

Related to The 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.

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

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

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

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

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

  • 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

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

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

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

  • Arbitrable Dispute means any dispute arising under or in connection with this Agreement.

  • 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).

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

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

  • CFIUS Notice means a joint voluntary notice with respect to the Transactions prepared by the parties hereto and submitted to CFIUS in accordance with the requirements of the CFIUS Statute.

  • Notice of Arbitration means the formal notice from the CONTRACTOR or the CUSTOMER to the other party referring a dispute to arbitration in accordance with the provisions of Schedule 2-9.

  • Technical Dispute has the meaning specified in Section 12.2;

  • Reconciliation Dispute has the meaning set forth in Section 7.9 of this Agreement.

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

  • Response Notice is defined in Section 14.3(b)(ii).