Objections; Resolutions of Disputes Sample Clauses

Objections; Resolutions of Disputes. (i) Unless Seller notifies Purchaser in writing within 30 days after Purchaser’s delivery of the Inventory Statement (such 30-day period, the “Objection Period”) of any good faith objection to the computation of the Closing Inventory Value set forth therein (a “Notice of Objection”), the Inventory Statement shall become final and binding. Following the delivery of the Inventory Statement and for purposes of Seller’s review of the Inventory Statement and preparation of any Notice of Objection, Purchaser shall permit Seller and its Representatives to review the relevant working papers of Purchaser and its accountants relating to the Inventory Statement and the basis therefor, subject to the provisions of Section 3.03(e). Any Notice of Objection shall specify in reasonable detail each item that Seller disputes, the amount in dispute for each such dispute, and a description in reasonable detail of the basis for the objections set forth therein. Seller and Purchaser acknowledge that the sole purpose of the determination of the Closing Inventory Value is to adjust the Purchase Price so as to reflect the difference between Closing Inventory Value and the Estimated Closing Inventory Value, and that in order to do so the Closing Inventory Value and the Estimated Closing Inventory Value need to be calculated in accordance with the Inventory Valuation Principles, without regard to any changes in GAAP that become effective following Seller’s calculation of the Estimated Closing Inventory Value.
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Objections; Resolutions of Disputes. Unless (x) Seller notifies Purchaser in writing within 30 days after delivery of the Purchaser Statement of any objection to the financial data set forth therein (the "Notice of Objection"), the Purchaser Statement shall become final and binding and (y) Purchaser gives Seller a Notice of Objection in writing within 30 days after delivery of the Seller Statement, the Seller Statement shall become final and binding. During such 30-day period following delivery of the Seller Statement or the Purchaser Statement, as applicable, the receiving party shall be permitted to review the working papers of the other party's auditors relating to such Statement and will have reasonable access to all relevant books and records of Seller or WVS-I, as applicable, and will be provided with reasonable access to management of Seller or WVS-I, as applicable, with respect to matters set forth in the Notice of Objection. Any Notice of Objection shall (i) specify in reasonable detail the basis for the objections set forth therein, and (ii) only include objections based on mathematical errors in the financial data set forth in the respective Statement or based on Closing Working Capital or Total Debt not being calculated in accordance with this Section 2.04.
Sample 1
Objections; Resolutions of Disputes. (i) Unless Seller notifies Purchaser in writing within 30 days after Purchaser's delivery to Seller of the Statement of any objection to the computation of Net Book Value set forth therein (the "Post-Closing Notice of Objection"), the Statement shall become final and binding. During such 30-day period Seller and its representatives shall be permitted to review the working papers of Purchaser relating to the Statement and shall be afforded reasonable access, during normal business hours, to Purchaser's employees for purposes of reviewing the Statement and related books and records. Any Post-Closing Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein.
Sample 1
Objections; Resolutions of Disputes. Unless Buyer notifies Seller in writing within thirty (30) days after receipt of the Closing Date Inventory Statement that it objects to the Book Value of the Inventory set forth on the Closing Date Inventory Statement and specifies in reasonable detail the basis for any such objection, the Book Value of the Inventory reflected on the Closing Date Inventory Statement shall become final and binding upon the parties for purposes of this Agreement. If Buyer submits written objections to Seller within such period, Buyer and Seller, during the 15-day period following Buyer's delivery of its notice of objections to Seller, shall attempt in good faith to resolve Buyer's objections. If Buyer and Seller are unable to resolve all such objections within such period, the matters remaining in dispute shall be submitted to Xxxxxx Xxxxxxxx (the "Neutral Auditor"). The resolution of disputed items by the Neutral Auditor shall be final and binding. The fees and expenses of the Neutral Auditor shall be borne equally by Buyer and Seller. During the 15-day period following receipt of the Closing Date Inventory Statement and during the pendency of any dispute, Seller shall provide access to Buyer and Buyer's authorized representatives, during normal business hours, to Seller's books, records and work papers related to preparation of the Closing Date Inventory Statement. After final determination of any disputes with respect to the Book Value of the Inventory as set forth on the Closing Date Inventory Statement, Buyer shall have not further right to make any claims against Seller with respect to any element of the Book Value of the Inventory on any basis.
Sample 1
Objections; Resolutions of Disputes. (A) Except as to objections duly set forth in any Notice of Objection made within thirty (30) days after the receipt by Sellers of the Final Closing Statement, the Final Closing Statement shall be final and binding for all purposes of this Agreement.
Sample 1
Objections; Resolutions of Disputes. Any Leakage Notice shall become final and binding upon the parties hereto on the 15th Business Day following delivery thereof, unless UK Seller gives written notice of its disagreement with the Leakage Amount (a “Notice of Disagreement”) to Purchaser prior to such date. Any Notice of Disagreement shall specify the nature of any disagreement so asserted. If UK Seller delivers a Notice of Disagreement within the 15-Business Day period referred to above, then the Leakage Notice (as revised in accordance with this sentence) shall become final and binding upon the parties hereto on the earlier of (a) the date UK Seller and Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (b) the date any disputed matters are finally resolved in writing by the Accounting Firm pursuant to this Section 3.03 and Section 3.06. During the 15-Business Day period following the delivery of a Notice of Disagreement, UK Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of
Sample 1
Objections; Resolutions of Disputes. (1) Unless the Stockholder Representative notifies Parent in writing within thirty (30) days after its receipt of the Statement of Working Capital and the Cash Statement of any objection to any component of the computation of the Closing Working Capital and/or the Cash Statement set forth therein (the “Notice of Objection”), such computation shall be final and binding. During such 30-day period, the Stockholder Representative shall be permitted to have reasonable access to the books and records of the Surviving Corporation and the working papers of Parent relating to the Statement of Working Capital and the Cash Statement, and upon reasonable prior notice, shall be entitled to discuss such books and records and work papers with Parent and those persons responsible for preparation thereof. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein.
Sample 1
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Objections; Resolutions of Disputes. (i) Unless Seller delivers to Buyer in writing, within forty-five (45) days (such forty- five (45)-day period, the “Objection Period”) after Buyer’s delivery of the Closing Statement, a detailed statement describing Seller’s objections to Buyer’s computation of the Closing Working Capital, the Closing Cash, the Closing Indebtedness, and the Transaction Expenses set forth therein (the “Notice of Objection”), the Closing Statement and such computations shall become final and binding on the Parties for the purposes of this Section 2.04. If the Notice of Objection is delivered and it does not object to one or more of the amounts of the Closing Working Capital, the Closing Cash, the Closing Indebtedness, or the Transaction Expenses, in each case as set forth on the Closing Statement, then the item(s) for which no objection was made shall be conclusive and binding upon the Parties. Following the delivery of the Closing Statement and for purposes of Seller’s review of the Closing Statement and preparation of the Notice of Objection, Buyer shall, to the extent reasonably necessary to review the Closing Statement, at Seller’s request, provide Seller and its Representatives reasonable physical access during business hours or digital access (or electronic access in the event digital access is unavailable) to the books and records of and relating to the Business. The Notice of Objection shall reasonably specify the basis for the objections set forth therein. Seller and Buyer acknowledge that the sole purpose of the determination of the Closing Working Capital, the Closing Cash, the Closing Indebtedness, and the Transaction Expenses is to adjust the Cash Consideration and the Closing Date Payment so as to reflect the difference between the Estimated Closing Working Capital, the Estimated Closing Cash, the Certified Closing Indebtedness, and the Certified Transaction Expenses, on one hand, and the Closing Working Capital, the Closing Cash, the Closing Indebtedness, and the Transaction Expenses, on the other hand. For the avoidance of doubt, (A) Seller may neither deliver the Notice of Objection at any time after the Objection Period nor deliver more than one (1) Notice of Objection without the written consent of Buyer, and (B) Buyer may not deliver more than one (1) Closing Statement without the written consent of Seller. 19 (ii) If Seller provides the Notice of Objection to Buyer within the Objection Period, Buyer and Seller shall, during the thirty (30)-day period fol...
Sample 1

Related to Objections; Resolutions of Disputes

  • Resolution of Disputes Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

  • Governing Law; Resolution of Disputes This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, at the Executive’s election, if the Executive is not then residing or working in the Milwaukee, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Executive resides; provided, that, if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be either Milwaukee, Wisconsin or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Executive’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

  • Full Settlement; Resolution of Disputes (a) The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Section 6(a)(ii), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

  • Methods of Resolution of Disputes In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing. The arbitration award shall be final and binding on all Parties.

  • Governing Law and Resolution of Disputes 14.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

  • Mediation of Disputes The parties shall endeavor in good faith to settle within 90 days any controversy or claim arising out of or relating to this Agreement or the breach thereof through mediation with JAMS, Endispute or similar organizations. If the controversy or claim is not resolved within 90 days, the parties shall be free to pursue other legal remedies in law or equity.

  • Notice of Disputes Written notice of a Dispute must be sent to the Manager or Member by the aggrieved party as described in the notice requirements of Article 15.1 below.

  • Disputes Resolution In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration, in accordance with its then effective arbitration rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

  • Settlement and Arbitration of Disputes Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled exclusively by arbitration in accordance with the laws of the state of New York by three arbitrators, one of whom shall be appointed by the Company, one by the Executive and the third by the first two arbitrators. If the first two arbitrators cannot agree on the appointment of a third arbitrator, then the third arbitrator shall be appointed by the American Arbitration Association in the City of Albany. Such arbitration shall be conducted in the City of Boston in accordance with the rules of the American Arbitration Association for commercial arbitrations, except with respect to the selection of arbitrators which shall be as provided in this Section 8(d). Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

  • Resolution of Dispute Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.

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