Disputed Adjustment Amount. The Closing Balance Sheet and Closing Working Capital shall be final, binding and conclusive unless Seller notifies the Buyer Parties in writing of any disagreement therewith (a “Purchase Price Objection Notice”) within thirty (30) days after its receipt thereof. If Seller does not deliver a Purchase Price Objection Notice within such period, then within five (5) Business Days after the expiry of such period the Adjustment Holdback Amount shall be released by the Escrow Agent and any additional amounts paid in the manner set forth in Section 2.5(f). If Seller does deliver a Purchase Price Objection Notice within such period, then for so long as any dispute set forth in a Purchase Price Objection Notice is outstanding and unresolved, the Buyer Parties shall afford Seller and its Representatives with reasonable access during normal business hours to the financial records of Buyer so as to enable their review of the Closing Balance Sheet and Closing Working Capital. Seller and the Buyer Parties shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Seller and the Buyer Parties are unable to resolve all disputes reflected in the Purchase Price Objection Notice within thirty (30) days thereafter (or such longer period as the Buyer Parties and Seller may mutually agree upon) (the “Purchase Price Resolution Period”), then Seller and the Buyer Parties shall jointly select an independent auditor of recognized national standing (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer Parties and Seller shall use their best efforts to cause the Accounting Firm to make its determination within thirty (30) calendar days of accepting its selection. The determination by the Accounting Firm shall be final, binding and conclusive on the Parties absent fraud. Seller and the Buyer Parties shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to Seller, the Buyer Parties and their Representatives. Seller and the Buyer Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of both Seller and the Buyer Parties. The determinatio...
Disputed Adjustment Amount. If the Shareholders disagree with the amount determined by Nextera to be the Adjustment Amount, the Shareholder Representative shall notify Nextera in writing of such disagreement within twenty (20) business days of his receipt of the Closing Balance Sheet. Nextera and the Shareholder Representative shall use their commercially reasonable efforts for a period of ten (10)
Disputed Adjustment Amount. If Buyer shall disagree with the Adjustment Amount, it shall notify Seller of such disagreement in writing specifying in detail the particulars of such disagreement within fifteen (15) business days after Buyer's receipt of the Closing Balance Sheet. To the extent that any portion of the Adjustment Amount is not in dispute, within fifteen (15) business days after Buyer's receipt of the Closing Balance Sheet, Buyer shall pay Seller or Seller shall pay Buyer, as the case may be, that portion of the Adjustment Amount which is not in dispute in the manner set forth in Section 2.5(b).
Disputed Adjustment Amount. If the Seller Representative disagrees with the Adjustment Amount, the Seller Representative shall notify Buyer of such disagreement in writing specifying in reasonable detail the particulars of such disagreement within fifteen (15) Business Days after the Seller Representative’s receipt of the Closing Statement.
Disputed Adjustment Amount. If Farallon shall disagree with the Adjustment Amount, it shall notify Allergan of such disagreement in writing specifying in detail the particulars of such disagreement within five (5) business days after Farallon's receipt of the Closing Expense Schedule and calculation of Pre-Closing G&A Expenses (a "Dispute Notice"). To the extent that any portion of the Adjustment Amount is not in dispute, within fifteen (15) business days after Farallon's receipt of the Closing Expense Schedule, Farallon shall pay Allergan, or Allergan shall pay Farallon, as the case may be, that portion of the Adjustment Amount which is not in dispute in the manner set forth herein.
Disputed Adjustment Amount. The Seller Representative shall have until 30 days after the Seller Representative’s receipt of the Closing Statement to review it and either accept the Closing Statement or propose adjustments thereto. All adjustments proposed by the Seller Representative shall be in writing specifying in reasonable detail the particulars of such disagreement in a written statement delivered to Buyer (the “Adjustment Statement”). If the Seller Representative accepts such Closing Statement without further adjustment or fails to deliver an Adjustment Statement within such 30 day period, the Adjustment Amount set forth in such Closing Statement shall be the “Final Adjustment Amount” for purposes of this Agreement.
Disputed Adjustment Amount. If Buyer Sub 1 shall disagree with the Adjustment Amount, it shall notify Seller of such disagreement in writing specifying in detail the particulars of such disagreement within fifteen (15) business days after Buyer Sub 1's receipt of the calculation of the Closing Working Capital. To the extent that any portion of the Adjustment Amount is not in dispute, within fifteen (15) business days after Buyer Sub 1's receipt of the calculation of the Closing Working Capital, Buyer Sub 1 shall pay Seller or Seller shall pay Buyer Sub 1, as the case may be, and/or Seller and Buyer Sub 1 shall cause to be paid out of the Escrow Account to Buyer Sub 1 or Seller, as the case may be, that portion of the Adjustment Amount which is not in dispute in the manner set forth in Section 2.5(b).
Disputed Adjustment Amount. If the Securityholder Representative disagrees with the Adjustment Amount, the Securityholder Representative will notify Parent and the Purchaser of such disagreement in writing (a “Notice of Disagreement”), specifying in reasonable detail the particulars of such disagreement, within fifteen Business Days after the Securityholder Representative’s receipt of the Closing Statement. If the Securityholder Representative fails to provide a Notice of Disagreement within such fifteen Business Day period, then the Adjustment Amount as set forth in the Closing Statement will be final and binding on the parties.
Disputed Adjustment Amount. Solely for purposes of utilizing the dispute resolution mechanisms of Section 2.5(d) and (e), any amounts otherwise includable in calculating the Pre-Opening Reduction Amount which are attributable to the time period between the agreement of such amount pursuant to Section 2.5(c) and the Closing Date shall be treated as if they were part of the Adjustment Amount. If Buyer disagrees with the Adjustment Amount, it will notify Sellers of such disagreement in writing, specifying the particulars of such disagreement, within fifteen (15) business days
Disputed Adjustment Amount. If Buyer shall disagree with the amount determined to be the Closing Working Capital, it shall notify the Holders in writing of such disagreement within fifteen (15) business days of its receipt of the determination of Closing Working Capital. Buyer and the Holders shall use their best efforts for a period of thirty (30) days following the notice of disagreement to resolve any disagreement. If at the end of such period, Buyer and the Holders are unable to resolve the disagreement, KPMG Peat Marwick LLP (the "Arbitrator") shall be retained to make a final and binding determination of the actual Closing Working Capital. The determination of the Arbitrator shall be final, binding and conclusive on the parties. The fees and expenses of the Arbitrator shall be borne equally by Buyer and the Holders.
