Determination of Adjustment Amounts Sample Clauses

Determination of Adjustment Amounts. The Investor Limited Partner may disagree with the amount, the timing of the amount of Actual Federal Credit or the Adjusted Aggregate Federal Credit Amount certified by the Accountants in the applicable Accountant’s Certificate provided that any such objection by the Investor Limited Partner must be made in good faith and accompanied by written documentation setting forth reasonable evidence which shows the Accountant’s determination is incorrect. The Investor Limited Partner’s written disagreement as to the amount and/or the timing of the amount of Actual Federal Credit or the Adjusted Aggregate Federal Credit Amount to which the Accountants certify in the respective Accountant’s Certificate, shall be given in a Notice to the General Partners of such disagreement within 20 days after delivery of the respective Accountant’s Certificate (the “Contribution Dispute Notification”), and the Investor Limited Partner shall pay that portion of the Capital Contribution based on that portion of the Actual Federal Credit or Adjusted Aggregate Federal Credit Amount not in dispute. With respect to the amount or the timing of the amount of such Actual Federal Credit or Adjusted Aggregate Federal Credit Amount in dispute, if the General Partners and the Investor Limited Partner cannot agree on the amount of the adjustment to the Capital Contribution within five days after the giving of the Contribution Dispute Notification, the General Partners and the Investor Limited Partner shall each designate a certified public accountant as an arbitrator and such two arbitrators shall designate a certified public accountant as a third arbitrator (or if the first two arbitrators cannot agree upon a third arbitrator within 20 days, such third arbitrator shall be a certified public accountant chosen by the American Arbitration Association). The designation of arbitrators hereunder shall automatically delay the due date for payment of the portion of Capital Contribution until 10 Business Days after the conclusion of such arbitration (unless prior to the expiration of such period the General Partners and the Investor Limited Partner agree upon the amount of the adjustment, if any). Such arbitrators shall be directed to promptly conduct, at the expense of the Partnership, an arbitration to determine by majority vote the amount of the Actual Federal Credit or the Adjusted Aggregate Federal Credit Amount which the Partnership is entitled to claim and to allocate to the Investor Limited Pa...

Determination of Adjustment Amounts. As soon as practicable (but in any event within 10 days) following the Closing, the Board shall retain an accounting firm of internationally recognized standing, who shall not have any material relationship with AMF or Qubica or any of their respective Affiliates (the “Accounting Firm”), to make a final determination in accordance with the terms hereof of (i) the collective Net Indebtedness of AMF Products, AMF BV and the AMF Subsidiaries (the “AMF Net Indebtedness”) and (ii) the collective Net Indebtedness of Qubica Products and the Qubica Subsidiaries (provided that, for purposes of this calculation, only 51% of the Net Indebtedness of Nextia shall be included) (the “Qubica Net Indebtedness”), in each case as of the opening of business on the date this Agreement is executed by the parties hereto (each such amount, an “Adjustment Amount” and, collectively, the “Adjustment Amounts”); provided, however, if the Board is unable to agree on the selection of an Accounting Firm within such period, the AMF Managers (as defined in the JV Agreement) and the Qubica Managers (as defined in the JV Agreement) shall each select within 10 days after the expiration of such period one (1) such accounting firm, and the two accounting firms shall jointly select a third accounting firm, which shall serve as the Accounting Firm for the purposes of this Section 1E; provided, further, that if either the AMF Managers or the Qubica Managers fail to select one (1) such accounting firm within such 10 day period, the accounting firm selected by the other shall serve as the Accounting Firm for the purposes of this Section 1E. The Board shall request that the Accounting Firm render a determination as to each Adjustment Amount within 30 days after its retention (or as soon as practicable thereafter), and each of AMF Inc., Qubica and the Company shall (and the Company shall cause its Subsidiaries to) fully cooperate with the Accounting Firm during the term of its engagement so as to enable it to make its determination as quickly and as accurately as practicable. The Adjustment Amounts shall become final and binding on the Company and each Owner on the date the Accounting Firm delivers its final determination in writing to the Board. The fees and expenses of the Accounting Firm shall be borne by the Company.

Determination of Adjustment Amounts