Earnout Dispute Notice definition

Earnout Dispute Notice shall have the meaning set forth in Section 2.4.2.

Earnout Dispute Notice has the meaning set forth in Section 2(g)(ii).

Earnout Dispute Notice has the meaning set forth in Section 1.1(a)(iii).

Examples of Earnout Dispute Notice in a sentence

• If Carlisle and ECS do not agree upon a final resolution with respect to any disputed items specified in the Earn-out Dispute Notice within such 30-day period, then, at the election of either Party, the remaining items in dispute shall be submitted as promptly as practicable to the Accounting Firm, the determination of the Accounting Firm being conclusive and binding on the Parties and shall not be subject to court review or otherwise appealable.

• If the parties are unable to resolve the Disputed Amount within such 20-day period after Sellers deliver such Earnout Dispute Notice to Buyer, then either Buyer or Sellers may engage an Independent Accountant to resolve the Disputed Amount, and such determination by the Independent Accountant shall be final and binding upon the parties.

• Any Earnout Dispute Notice must set forth in reasonable detail (i) any item on the Earnout Statement which the Sellers’ Representative believes has not been prepared in accordance with this Agreement and (ii) the Sellers’ Representative’s alternative calculation of the Earnout Statement.

• Any item or amount to which no dispute is raised in the Earnout Dispute Notice will be final, conclusive and binding on the parties on such twentieth (20th) Business Day and within three (3) Business Days thereafter the Buyer will pay to the Shareholders and Phantom Plan Participants any undisputed portion of the payment reflected in the applicable Earn-Out Statement and Earnout Dispute Notice, pro rata based on their respective Combined Percentages.

• Any Earn-out Dispute Notice shall specify in reasonable detail, to the extent available or known at such time, the item(s), dollar amount(s), nature and basis of any disagreement so asserted, together with Carlisle’s alternative calculation of each disputed item.

More Definitions of Earnout Dispute Notice

Earnout Dispute Notice has the meaning given in Clause 8.4.6;

Earnout Dispute Notice shall have the meaning specified in Section 2.9.3 of the Agreement.

Earnout Dispute Notice shall have the meaning set forth in Section 3.4(b)(ii).

Earnout Dispute Notice. Section 3.2(c)

Earnout Dispute Notice is defined in Section 6.5(a).

Earnout Dispute Notice has the meaning specified in Section 4.7(e).

Earnout Dispute Notice means a written notice delivered to the Buyer by the Earnout Representatives of the amount, nature and basis of a dispute of the Buyer's determination of the Gross Profits pursuant to Section 1.10 of this Agreement.