Adjustment Disputes. If Seller receives timely written objection from Buyer in accordance with §2.2.3(b), Buyer and Seller shall use reasonable efforts to reach agreement on any disputed items or amounts. If Buyer and Seller are unable to reach such agreement within twenty (20) days after Buyer’s delivery of a written objection, they shall promptly thereafter cause a nationally recognized firm of independent certified public accountants (other than KPMG, LLP, Gxxxx Xxxxxxxx LLP, PricewaterhouseCoopers, or any other independent certified public accountants having a current or contemplated business relationship to any of the Parties or their respective Affiliates) chosen by and mutually acceptable to Buyer and Seller (the “Accounting Referee”) to review the disputed items or amounts for the purpose of calculating the Closing Purchase Price in accordance with the terms of Section 2.2. The Accounting Referee shall be authorized only to review and settle the disputed items identified by Buyer and shall not review, de novo, any items not disputed by Buyer. The Accounting Referee shall deliver to Buyer and Seller, as promptly as practicable, but in no event later than thirty (30) days after retention of the Accounting Referee, a report setting forth the Accounting Referee’s calculation of the Closing Purchase Price. Such report shall be final and binding upon the Parties and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. The cost of such review and report shall be borne by the Party whose calculation of the Purchase Price as of the Closing Date was mathematically farthest from the Accounting Referee’s calculation of the Closing Purchase Price.
Adjustment Disputes. If the Parties or either of them disagree with an adjustment allocated pursuant to this ARTICLE 7, the Parties shall forthwith meet in good faith to discuss the issue. If after such a meeting the issue has not been resolved or if a Party does not forthwith meet to discuss the issue, the issue shall be resolved by a single arbitrator pursuant to the provisions of the Arbitration Act (Alberta). The decision of the arbitrator shall be final and shall not be subject to review. All costs of arbitration shall be borne by the Parties equally.
Adjustment Disputes. (a) Within [***] Business Days from the Closing Date, any Purchaser may deliver written notice to the Seller (a “Disagreement Notice”) setting out in reasonable detail (i) any item in respect of (A) the statement delivered in accordance with Section 2.3 or (B) the satisfaction of any condition set forth in Section 3.3(e), (f) or (g) by the Seller, in either case that such Purchaser wishes to dispute (together, the “Disputed Items”), (ii) the reasons for the dispute and (iii) such Purchaser’s proposed adjustment to each Disputed Item. For the avoidance of doubt, any amounts not specifically disputed in the Disagreement Notice shall be deemed final and binding upon the Seller and such Purchaser for the purposes of this Agreement upon the delivery of the Disagreement Notice.
Adjustment Disputes. 5.3.1 The Company shall give each Warrantholder written notice of any Adjustment Event, together with details of the relevant Adjustment, no later than twenty (20) Business Days before the occurrence of such Adjustment Event.
Adjustment Disputes. (a) The following provisions of this Section 2.4 shall apply separately in respect of each Relevant Assignment, and each reference to the “Parties” shall be treated as a reference to the Relevant Seller and the Purchaser.
Adjustment Disputes. If a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Common Shares issuable upon the exercise of the Warrants (a “Dispute”), such disputes shall be conclusively determined by such firm of Canadian nationally recognized independent chartered accountants as may be agreed upon by the Company, on the one hand, and the holders of all of the Warrants outstanding on the date of the Dispute (the “Disputing Holders”), on the other hand. If the Company and the Disputing Holders do not agree upon the appointment of such firm of Canadian nationally recognized independent chartered accountants within ten business days of the date on which either the Company or the Disputing Holders notifies the other of a Dispute, either the Company or any Holder may thereafter apply to a judge of the Ontario Superior Court sitting in Toronto to appoint such firm of chartered accountants meeting the foregoing criteria to determine the matters in dispute. The matters in dispute shall be determined by the firm of chartered accountants so appointed within ten business days of its appointment and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to Section 11 and 12 hereof and shall be binding upon the Company and the Holder.
Adjustment Disputes. The parties shall cooperate in good faith to resolve any disputes relating to the adjustments provided for in this Section 2.2. Any such dispute which cannot be resolved by the parties within thirty (30) days after such dispute arose shall be resolved in accordance with the provisions of Article XII hereof. No amounts due under this Section 2.2 shall be payable until resolution of the dispute relating thereto, but any applicable interest shall continue to accrue until such resolution.
Adjustment Disputes. Section 2.7(b) and Section 2.7(c) shall be amended by adding the following phrase after the words “Closing Date Working Capital” throughout Section 2.7(b) and Section 2.7(c), as applicable: “, the July Pre-Closing Services Amount Statement”. In addition the following sentence shall be added at the end of both Section 2.7(b) and Section 2.7(c): “The parties acknowledge and agree that the dispute mechanics and rights of Seller and Buyer set forth in this Section 2.7(b) and in Section 2.7(c) shall apply in all respects to the delivery, review, comment and negotiation of the August Pre-Closing Services Amount Statement.”
Adjustment Disputes. 10 Section 3.9 Change in Name.............................................................................. 11
Adjustment Disputes. (a) If Seller delivers written notice to Purchaser under SECTION 3.7(c) of rejection of the Post-Closing Inventory Amount Determination as set forth in the Inventory Adjustment Notice, Seller and Purchaser will promptly (and in any event within ten (10) Business Days after the date of delivery of Seller's notice of rejection to Purchaser) cause their respective representatives to confer with each other with a view to resolving any such matter. If such Parties' representatives are unable to resolve any such matter within thirty (30) days after the date of delivery of Seller's notice of rejection to Purchaser, Seller and Purchaser will refer the dispute to Independent Accountants for review and final determination of the Post-Closing Inventory Amount Determination. The Independent Accountants shall be instructed to deliver to Purchaser and Seller a written determination of the Post-Closing Inventory Amount Determination within ten (10) Business Days from the date of referral thereof to the Independent
