Resolution of the Protest Sample Clauses

Resolution of the Protest. If Buyer shall receive a Protest Notice from Seller delivered pursuant to and in accordance with Section 1.4(d), then Buyer and Seller shall use their respective good faith efforts to resolve all disputed items and amounts set forth in the Protest Notice pursuant to good faith negotiations. In the event that Buyer and Seller shall reach agreement, within thirty (30) calendar days following Buyer’s receipt of a Protest Notice, on all disputed items and amounts set forth in such Protest Notice, then for all purposes of and under this Agreement, the term “Final Net Working Capital” shall mean the Net Working Capital as agreed upon by Buyer and Seller and any such resolution shall be final and binding on the Parties for purposes of this Section 1.4. If Buyer and Seller are unable to resolve any disagreement with respect to the Closing Schedule within thirty (30) days following Buyer’s receipt of the Protest Notice, then only the amounts in dispute will be referred to Ernst & Young (the “Accountants”) for final determination within forty-five (45) days after such referral. The determination by the Accountants of the amounts in dispute shall be based solely on presentations by Buyer and Seller, and shall not involve the Accountants’ independent review. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the Closing Schedule proposed by Buyer and Seller’s proposed adjustments thereto set forth in the Protest Notice, and such determination shall be final, binding and non-appealable. Each of Buyer, on the one hand, and Seller on the other hand, shall bear that percentage of the fees and expenses of the Accountants equal to the proportion (expressed as a percentage and determined by the Accountants) of the dollar value of the disputed amounts determined in favor of the other party by the Accountants. For purposes of this Agreement, “Final Net Working Capital” means Net Working Capital as finally determined pursuant to this Section 1.4(e).
Sample 1Sample 2See All (7)
AutoNDA by SimpleDocs
Resolution of the Protest. If Buyer and Sellers are unable to resolve any disagreement with respect to the Closing Schedule and the determination of the Final Inventory Value set forth therein within thirty (30) days following Buyer’s receipt of the Protest Notice, then only the amounts in dispute will be referred to BDO (the “Accountants”) for final determination as soon as practicable under the circumstances (and in any event no later than sixty (60) days after such referral). The determination by the Accountants of the amounts in dispute shall be based solely on presentations by Buyer and Sellers and their respective representatives, and shall not involve the Accountants’ independent review. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the Closing Schedule proposed by Buyer and Sellers’ proposed adjustments thereto set forth in the Protest Notice, and such determination shall be final, binding and non-appealable. Buyer and Sellers shall each bear the percentage of the fees and expenses of the Accountants equal to the proportion (expressed as a percentage and determined by the Accountants) of the dollar value of the disputed amounts determined in favor of the other Party by the Accountants.
Sample 1Sample 2
Resolution of the Protest. If Buyer and Seller are unable to resolve any disagreement with respect to the Medicaid Statement within thirty (30) days following Buyer’s receipt of the Protest Notice, then the amounts in dispute will be referred to a nationally recognized accounting firm reasonably acceptable to Seller and Buyer (the “Accountants”) for final determination within forty-five (45) days after such referral. The determination by the Accountants of the amounts in dispute shall be based solely on presentations by Buyer and the Representative, and shall not involve the Accountants’ independent review. The Accountants will serve as experts and not arbitrators. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the Medicaid Statement proposed by Buyer and the Seller’s proposed adjustments thereto set forth in the Protest Notice, and such determination shall be final, binding and non-appealable. The fees and expenses of the Accountants, and any enforcement of the determination thereof, shall be borne by Seller, on the one hand, and Buyer, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Accountants, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Accountants at the time the determination of such firm is rendered on the merits of the matters submitted.
Sample 1Sample 2
Resolution of the Protest. If Acquiror and the XxXxxxx Companies are unable to resolve any disagreement with respect to the XxXxxxx Closing Equity Value Notice within five (5) Business Days following the XxXxxxx Companies’ receipt of the Protest Notice, then only the amounts in dispute will be referred to a nationally recognized public accounting firm as shall be agreed upon in writing by Acquiror and the XxXxxxx Companies (such firm being referred to herein as the “Accountants”) for final determination within thirty (30) days after such referral. The determination by the Accountants of the amounts in dispute shall be based solely on presentations by Xxxxxxxx and the XxXxxxx Companies and the terms of this Agreement, and shall not involve the Accountants’ independent review. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the XxXxxxx Closing Equity Value Notice proposed by the XxXxxxx Companies and the Acquiror’s proposed adjustments thereto set forth in the Protest Notice, and absent manifest mathematical error such determination shall be final, binding and non-appealable. Each of Acquiror, on the one hand, and the XxXxxxx Companies, on the other hand, shall bear that percentage of the fees and expenses of the Accountants equal to the proportion (expressed as a percentage and determined by the Accountants) of the dollar value of the disputed amounts determined in favor of the other party by the Accountants.
Sample 1
Resolution of the Protest. If Buyers and the Selling Parties are unable to resolve any disagreement with respect to the Post-Closing Adjustment Schedule within fifteen (15) days following Buyers’ receipt of the Protest Notice, then the items in dispute will be referred to Txxxxx, Wxxxx & Company, LLP (the “Accountants”) for final determination within thirty (30) days. The determination by the Accountants shall be based solely on presentations by Buyers, on the one hand, and the Selling Parties, on the other hand, and shall not involve independent review. Any determination by the Accountants with respect to the disputed items shall not be outside the range defined by the respective amounts in the Post-Closing Adjustment Schedule proposed by Buyers and the Selling Parties’ proposed adjustments thereto with respect to such items, and such determination shall be final, binding and non-appealable upon the parties. Each of Buyers on the one hand, and the Selling Parties, on the other hand, shall bear that percentage of the fees and expenses of the Accountants equal to the proportion of the dollar value of the unresolved disputed issues determined in favor of the other party.
Sample 1

Related to Resolution of the Protest

  • Resolution Upon the receipt of written approval of the Reviewing Party, the Publishing Party may proceed with the written publication or the oral presentation.

  • 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.

  • Resolution of Claims The Company acknowledges that a settlement or other disposition short of final judgment may be successful on the merits or otherwise for purposes of Section 8(a)(i) if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Claim relating to an Indemnifiable Event to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with our without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise for purposes of Section 8(a)(i). The Company shall have the burden of proof to overcome this presumption.

  • Cooperation of the Parties Each Party agrees to cooperate fully in the preparation, filing, and prosecution of any Patent Rights under this Agreement. Such cooperation includes, but is not limited to:

  • Informal Resolution The Receiver or the Corporation, as appropriate, (the “FDIC Party”) and the Assuming Institution shall negotiate in good faith to resolve any Dispute Item within thirty (30) Business Days following receipt of information concerning the Dispute Item.

  • 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.

  • Resolutions, etc The Administrative Agent shall have received from the Borrower:

  • Recognition of the U.S. Special Resolution Regimes (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

  • Resolution of Objections to Claims (a) Any Person who desires to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) shall give written notice in reasonable detail (an “Indemnification Claim Notice”) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery of the matter giving rise to the Indemnified Party’s claim and prior to the end of any applicable Claims Period. If the matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

  • Amicable Resolution The Parties mutually desire that friendly collaboration will continue between them. Accordingly, they will try to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Lease, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between the Parties in connection with this Lease, then the Dispute, upon written request of either Party, will be referred for resolution to the General Counsels of the Parties, which General Counsels will have ten (10) days to resolve such Dispute.

Time is Money Join Law Insider Premium to draft better contracts faster.