Disputed Items Notice definition

Disputed Items Notice has the meaning set forth in Section 1.06(c).

Disputed Items Notice shall have the meaning set forth in Section 2.04(2).

Disputed Items Notice has the meaning set forth in Section 3.1(b).

Examples of Disputed Items Notice in a sentence

• The accounting firm will (i) resolve the disputed items specified in the Disputed Items Notice and (ii) determine the Closing Purchase Price, as modified only by the resolution of such items.

• The accounting firm shall address only the disputed items set forth in the Disputed Items Notice and may not assign a value greater than the greatest value claimed for such item by either party or smaller than the smallest value claimed for such item by either party.

• The Independent Accounting Firm shall (i) address only the Disputed Items set forth in the Disputed Items Notice and may not assign a value greater than the greatest value claimed for such item by either party or smaller than the smallest value claimed for such item by either party, and (ii) re-calculate the Purchase Price, as modified only by the Independent Accounting Firm’s resolution of the Disputed Items.

• If the Company does not deliver the Disputed Items Notice to the Purchaser within 30 days after the date of delivery of the Closing Purchase Price Certificate, the calculation of the Closing Purchase Price specified in the Closing Purchase Price Certificate will be conclusively presumed to be true and correct in all respects and will be final and binding upon the parties.

• If the Sellers and the Company are unable to agree upon the Closing Purchase Price within 30 days after delivery of the Disputed Items Notice, the Sellers and the Company will select an independent, nationally recognized accounting firm to resolve the disputed items specified in the Disputed Items Notice.

More Definitions of Disputed Items Notice

Disputed Items Notice has the meaning set forth in Section 1.11(c) of this Agreement.

Disputed Items Notice has the meaning specified in Section 2.09(a)(ii).

Disputed Items Notice has the meaning set forth in Section 2.8(c).

Disputed Items Notice has the meaning set forth in Section 3.1(b). “Dormant Entities” means the entities that are marked with (*) on Exhibit 4.4(a), Exhibit 4.4(b), Exhibit 4.4(c) and Exhibit 4.4(d). “DPLA” and “DPLAs” have the meaning set forth in Section 8.3(a). “Dutch Xxxxx” means GMAC Nederland N.V. “Earning Assets” means, with respect to any Xxxxx or Fincos, the finance receivables and loans, net plus the leased vehicles, net plus the Restricted Cash, in each case of such Xxxxx or Fincos. “Effective Date” has the meaning set forth in Section 8.3(c). “Employee Benefit Plans” has the meaning set forth in Section 4.12(d). “Employee Matters” means any matters relating to Employees other than Tax matters relating to such Persons and any matters relating to the retirement benefits of such Persons under applicable Law or a Pension Plan. “Employees” means any of (i) the former and current employees of AOAG and the Assets Sellers as well as (ii) the former and current employees, legal representatives, directors and officers of any Target Group Company or any Controlled Dealership Entity.

Disputed Items Notice. As defined in Section 8.5.

Disputed Items Notice has the meaning assigned in Section 2.4(b).

Disputed Items Notice is defined in Section 1.13(b).