Examples of Milestone Dispute Notice in a sentence
A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice.
If no Pre-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then the Initial Purchase Price specified in the Milestone Completion Notice shall be deemed to be accepted.
If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.
Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by the Sellers’ Representative of the Pre-Closing Milestone Dispute Notice.
If Sellers at any time believe that the Second Put Option Condition has been satisfied and Sellers’ Representative has not received a Second Put Option Notice, the Sellers’ Representative shall deliver a notice of such achievement to Purchaser no later than thirty (30) days after the expiration of the Second Put Option Period (the “Second Put Option Dispute Notice,” and together with any Pre-Closing Milestone Dispute Notice and any Post-Closing Milestone Dispute Notice, a “Dispute Notice”).
In determining a resolution of the Dispute, the Independent Accountant shall (i) act as an expert and not as an arbitrator and (ii) be empowered and authorized only to decide those items or amounts to which the Buyer and Seller disagree in their Milestone Dispute Notice, subject to amendments to the same to the extent such amendments have been approved by the other Party in writing, which approval shall not be unreasonably withheld.
Either Party may within the time periods set forth herein, and with the cooperation of the other Party, request that Hxxxxxx & White LLP (the “Independent Accountant”) review this Agreement, the disputed items, the applicable Milestone Dispute Notice, and all other notices provided by Buyer, Seller or Escrow Agent under this Agreement, and the financial information related to Buyer or otherwise applicable to the calculations provided for under Exhibit A.
The fees and disbursements of the representatives of each Party incurred in connection with the preparation or review of any Milestone Dispute Notice, as applicable, shall be borne by such Party.
This Agreement shall be construed and enforced in accordance with, and the rights of the parties hereto shall be governed by, the laws of the State of New York without regard to principles of conflicts of law.
Following the delivery of a Milestone Dispute Notice, Parent and the Sellers’ Representative shall first attempt in good faith to resolve by negotiation and consultation between themselves, any dispute as to whether the Milestone Event has occurred and whether the Milestone Payment is payable.