Adjustment Statement Dispute Resolution Sample Clauses

Adjustment Statement Dispute Resolution. If Seller timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller are unable to resolve such disputed items through good faith negotiations within thirty (30) days after Seller’s delivery of such written notice of objection, then, the parties shall mutually engage and submit only such disputed items to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, the Pittsburgh, Pennsylvania office of Deloitte LLP (the “Independent Accountants”). Buyer and Seller shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Seller as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Seller and their respective Affiliates. In resolving any disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Article 2 and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreement. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Seller, on the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.
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Adjustment Statement Dispute Resolution. If Sellers’ Representative timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Sellers’ Representative are unable to resolve such dispute through good faith negotiations within thirty (30) days after Sellers’ Representative’s delivery of such notice of objection, then the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by the Cleveland, Ohio office of Xxxxx & Company (the “Independent Accountants”). The Independent Accountants shall determine and report in writing to Buyer and Sellers’ Representative as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post- Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Sellers, Sellers’ Representative and their respective Affiliates, absent manifest error. For purposes of complying with the terms set forth in this Section 2.4.3, each party shall cooperate with and make available to the other parties, their respective representatives, and the Independent Accountants, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement and the resolution of any disputes thereunder. With respect to each disputed item, the Independent Accountants shall adopt a position that is either equal to Xxxxx’s proposed position, equal to Xxxxxxx’ Representative’s proposed position, or between the positions proposed by Xxxxx and Sellers’ Representative. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Buyer, on the one hand, or Sellers, on the other hand) that assigned amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.
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Adjustment Statement Dispute Resolution. If the Stockholders’ Representative timely notifies Parent and Merger Sub in accordance with Section 3.5.2 of an objection by the Stockholders’ Representative to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if the Stockholders’ Representative and Parent are unable to resolve such dispute through good faith negotiations within fifteen (15) days after the Stockholders’ Representative’s delivery of such notice of objection, then the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by such accounting firm of national reputation as shall be mutually acceptable to Parent and the Stockholders’ Representative (the “Independent Accountants”). The Independent Accountants shall determine and report in writing to Parent and the Stockholders’ Representative as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Parent and the Stockholders’ Representative and their respective Affiliates. The fees and disbursements of the Independent Accountants shall be shared equally between Parent, on the one hand, and the Stockholders’ Representative, on the other hand.
Sample 1
Adjustment Statement Dispute Resolution. If Sellers’ Representative timely notifies Buyer in accordance with Section 2.6.2 of an objection by Sellers’ Representative to the Preliminary Adjustment Statement, and if Buyer and Sellers’ Representative are unable to resolve such dispute through good faith negotiations within 30 days after Sellers’ Representative’s delivery of such notice of objection, then the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by PricewaterhouseCoopers or such other accounting firm of national reputation as shall be mutually acceptable (the “Independent Accountants”). The Independent Accountants shall determine and report in writing to Buyer and Sellers’ Representative as to the resolution of all disputed matters and the effect of such determinations on the Preliminary Adjustment Statement within 20 days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive; provided, however, that, with respect to each disputed item comprising the Preliminary Adjustment Statement (i.e., the Closing Cash, the Unpaid Indebtedness and the Closing Working Capital, as the case may be), such determinations shall not be (a) greater in amount than the highest amount claimed by Buyer or Sellers with respect to such item, or (b) lesser in amount than the lowest amount claimed by Buyer or Sellers with respect to such item. Buyer, on the one hand, and Sellers, collectively, on the other hand, shall each bear one-half of the fees and expenses of the Independent Accountants.
Sample 1
Adjustment Statement Dispute Resolution. EAST\168212916.9 shall be based solely on written materials, presentations and arguments submitted and/or made by Purchaser and the Sellers’ Representative (i.e., not based on an independent review). The fees and disbursements of the Accounting Referee shall be borne by the Party (i.e., the Sellers, on the one hand, or the Purchaser, on the other hand) that assigned amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Accounting Referee (however, such fees and disbursements shall be shared equally in the event that the Parties’ assigned amounts were, on a net basis, both no more than 10% from the amount finally determined by the Accounting Referee).
Sample 1
Adjustment Statement Dispute Resolution. If Stockholders’ Representative timely delivers an Objection Notice to Parent in accordance with Section 2.12.2, and if Parent and Stockholders’ Representative are unable to resolve such dispute through good faith negotiations within thirty (30) days after Stockholders’ Representative’s delivery of such Objection Notice, then the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by KPMG, or such other accounting firm of national reputation as shall be mutually acceptable to the Parent and the Stockholders’ Representative (the “Independent Accountants”). Parent and Stockholders’ Representative shall each submit within twenty (20) days of the engagement of the Independent Accountants their respective calculations of the unresolved disputed items in the Objection Notice together with work papers, calculations and other materials that such party has determined supports such party’s calculation (the “Determination Materials”). The Independent Accountants shall resolve only those disputed items in the Objection Notice that have not been resolved by Parent and the Stockholders’ Representative pursuant to the first sentence of this Section 2.12.3. The Independent Accountants shall base their determination of the disputed amounts solely on the Determination
Sample 1
Adjustment Statement Dispute Resolution. If Seller timely notifies Purchaser of an objection by Seller to the Preliminary Adjustment Statement in accordance with Section 2.7(b), Purchaser and Seller shall negotiate in good faith in an effort to resolve any dispute. If the Parties are unable to resolve such dispute through good faith negotiations within fifteen (15) days after Seller’s delivery of such notice of objection, Seller and Purchaser shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, the Designed Accounting Firm(s) selected in the manner described in Section 2.6(b)(iv). The Accounting Referee shall determine and report in writing to Seller and Purchaser as to the resolution of all disputed matters and the effect of such determinations on the Preliminary Adjustment Statement within thirty (30) days after such submission or such longer period as the Accounting Referee may reasonably require, and such determinations shall be final, binding and conclusive on the Parties and upon which a judgment may be entered by a court of competent jurisdiction. The fees and disbursements of the Accounting Referee shall be borne by the Party (i.e., Seller, on the one hand, Purchaser, on the other hand) that assigned amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Accounting Referee.
Sample 1
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Adjustment Statement Dispute Resolution. If Seller timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller are unable to resolve such disputed items through good faith negotiations within thirty (30) days after Seller’s delivery of such written notice of objection, then, the parties shall mutually engage and submit only such disputed items to, and the same shall be finally resolved in accordance with the provisions of this Agreement by the Cleveland, Ohio office of Deloitte LLP or, in the event that it is unable or unwilling serve, such other independent accounting firm agreed upon by Buyer and Seller (the “Independent Accountants”). Buyer and Seller shall have the same opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Seller as to the resolution of each disputed matter submitted to the Independent Accountants by conducting an item by item review of each such disputed matter and the effect of all such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Seller and their respective Affiliates. In resolving each disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Article
Sample 1

Related to Adjustment Statement Dispute Resolution

  • Informal Dispute Resolution Prior to the initiation of formal dispute resolution procedures, the Parties shall first attempt to resolve their Dispute informally, in a timely and cost-effective manner, as follows:

  • Alternate Dispute Resolution In the event of any issue of controversy under this Agreement, the PARTIES may pursue Alternate Dispute Resolution procedures to voluntarily resolve those issues. These procedures may include, but are not limited to, conciliation, facilitation, mediation, and fact finding.

  • Dispute Resolution Procedure 21.1 All disputes or grievances arising between the Parties shall as far as practical be resolved at the workplace level through consultation. Accordingly the following procedure must be followed:

  • Dispute Resolution Process Any claim, dispute or other matter in question not resolved by the process identified in Paragraph

  • Dispute Resolution; Arbitration This Agreement evidences a transaction involving interstate commerce. Any disputes arising from this Agreement shall be decided by binding arbitration which shall be conducted, at the request of any party, in New York, New York, before one arbitrator designated by the American Arbitration Association (the "AAA"), in accordance with the Commercial Arbitration Rules of the AAA, and to the maximum extent applicable, the United States Arbitration Act (Title 9 of the United States Code). Notwithstanding anything in this Agreement to the contrary, any party may proceed to a court of competent jurisdiction to obtain equitable relief at any time. An arbitrator shall have no authority to award punitive damages or other damages not measured by the prevailing party's actual damages. To the maximum extent practicable, an arbitration proceeding under this Agreement shall be concluded within 180 days of the filing of the dispute with the AAA. This arbitration clause shall survive any termination, amendment, or expiration of the Agreement and if any provision of this arbitration clause is found to be unenforceable, the remaining parts of the arbitration clause shall not be affected and shall remain fully enforceable.

  • Alternative Dispute Resolution Prior to filing of litigation, the parties may select non-binding mediation as a method of conflict resolution for issues arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction. The parties agree that if non-binding mediation is chosen as a resolution process, the parties must agree to the chosen mediator(s) and that all mediation venue shall be at a location in Xxx Xxxxx County, Texas or agreed by the parties. The parties agree to share equally the cost of the mediation process and venue cost.

  • Dispute Resolution All or any disputes arising out or touching upon or in relation to the terms and conditions of this Agreement, including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties, shall be settled amicably by mutual discussion, failing which the same shall be settled through the adjudicating officer appointed under the Act.

  • Arbitration Dispute Resolution Company and Executive express expressly agree that, except for disputes arising out of alleged violations related to proprietary inventions and confidential information, all disputes arising out of this Agreement shall be resolved by arbitration in accordance with the following provisions. Either party must demand in writing such arbitration within one hundred and twenty (120) days after the controversy arises by sending a notice to arbitrate to both the other party and to the American Arbitration Association (“AAA”). The controversy shall then be arbitrated, pursuant to the rules promulgated by the AAA (the “Rules”), in the state of California. The parties will select by mutual agreement the arbitrator or arbitrators to herein resolve the controversy; provided, however, that, the parties cannot mutually agree as to the arbitrator, then the arbitrator shall be selected by the AAA in accordance with the Rules. The arbitrator’s decision shall be final and binding on the parties and shall bar any suit, action or proceeding instituted in any federal, state or local courts for administrative tribunal. Notwithstanding the preceding sentence, the arbitrator’s judgment may be entered in any court of competent jurisdiction. Disputes arising under the sections for compensation and termination upon compensation may be litigated and injunctive relief sought in any court having jurisdiction over the subject matter of such dispute.

  • Audit Dispute In the event of a dispute with respect to any audit under Section 4.10, AbbVie and Licensee shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***], the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The decision of the Audit Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Audit Arbitrator shall determine. Not later than [***] after such decision and in accordance with such decision, Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9, or AbbVie shall reimburse the excess payments, as applicable.

  • Dispute Resolution Procedures (a) In the event a dispute arises about the interpretation, application, calculation of Loss, or calculation of payments or otherwise with respect to this Single Family Shared-Loss Agreement (“SF Shared-Loss Dispute Item”), then the Receiver and the Assuming Institution shall make every attempt in good faith to resolve such items within sixty (60) days following the receipt of a written description of the SF Shared-Loss Dispute Item, with notification of the possibility of taking the matter to arbitration (the date on which such 60-day period expires, or any extension of such period as the parties hereto may mutually agree to in writing, herein called the “Resolution Deadline Date”). If the Receiver and the Assuming Institution resolve all such items to their mutual satisfaction by the Resolution Deadline Date, then within thirty (30) days following such resolution, any payment due as a result of such resolution shall be made arising from the settlement of the SF Shared-Loss Dispute.

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