Defaulting Purchaser Adjustments Sample Clauses

Defaulting Purchaser Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Purchaser becomes a Defaulting Purchaser, then, until such time as such Purchaser is no longer a Defaulting Purchaser, to the extent permitted by applicable law:
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Defaulting Purchaser Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Purchaser becomes a Defaulting Purchaser, then, until such time as such Purchaser is no longer a Defaulting Purchaser, to the extent permitted by applicable Law (i) such Defaulting Purchaser’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement or any other Purchase Document shall be restricted as set forth in the definition of Required Purchasers and (ii) no Defaulting Purchaser shall be entitled to receive any Unused Fee pursuant to Section 3.6 for any period during which that Purchaser is a Defaulting Purchaser (and the Sellers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Purchaser).

Related to Defaulting Purchaser Adjustments

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days after the Closing Date, Buyer will deliver to Seller a Consolidated Balance Sheet of the Companies dated as of the Closing Date and immediately prior to the Dissolution (the "Closing Balance Sheet"), together with a calculation therefrom --------------------- of the Adjusted Net Working Capital, the Fixed Asset Value, and Buyer's determination of the Purchase Price, as adjusted pursuant to Section 3.2 (the "Adjusted Purchase Price") as of such date. If Seller disagrees with Buyer's ------------------------ determination of the Adjusted Purchase Price, Seller shall notify Buyer in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) within thirty (30) days after Buyer's delivery of its calculation of the Adjusted Purchase Price to Seller. Buyer and Seller thereafter shall negotiate in good faith to resolve any such disagreements. If there is an amount as to which Buyer and Seller are able to agree, such amounts shall be paid to the appropriate Party pursuant to Section 3.5(c) below. If Buyer and Seller are unable to resolve any disagreements about the remaining amounts within thirty (30) days after the delivery by Seller of its notice of disagreement to Buyer, Seller and Buyer shall submit the dispute to a "Big Five" public accounting firm (or any of their respective successors) (the "Auditor") for resolution; provided that if Buyer and Seller ------- are unable to agree upon an Auditor, the Auditor shall be a "Big Five" public accounting firm (or any of their respective successors) selected by lot (after Buyer, on the one hand, and Seller, on the other hand, each exclude one such accounting firm). The selection of the Auditor shall be conclusive, final, binding and nonappealable by the parties.

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