Disputed Adjustment Amount. If the Adjustment Amounts calculated by Seller from the Closing Balance sheet indicates a larger down payment should have been paid at Closing, Buyer shall remit any additional down payment to Seller, unless Buyer disagrees with Seller's calculations. If Buyer shall disagree with the Adjustment Amounts after receiving the Closing Balance Sheet and Seller's calculation of the Adjustment Amounts, it shall notify Seller of such disagreement in writing specifying in detail the particulars of such disagreement within ten (10) days after Buyer's receipt of the Closing Balance Sheet. Buyer and Seller shall use their best efforts for a period of ten (10) calendar days after Buyer's delivery of the notice contemplated by the preceding sentence (or such longer period as Buyer and Seller shall mutually agree upon) to resolve any disagreements raised by Buyer with respect to the calculation of the Adjustment Amounts. If, at the end of such period, Buyer and Seller are unable to resolve such disagreements, Ernst & Young LLP and Xxxxxx Xxxxxxxx LLP, independent auditors of Seller and Buyer, respectively, shall jointly select a third independent auditor of recognized national standing to resolve any remaining disagreements. The determination by such third independent auditor shall be final, binding and conclusive on the parties. Buyer and Seller shall use their best efforts to cause such third independent auditor to make its determination within thirty (30) calendar days of accepting its selection. The fees and expenses of such third independent auditor shall be borne by Buyer and Seller equally. Buyer and Seller shall use the Closing Balance Sheet as determined pursuant to this paragraph (b) to reconcile the Adjustment Amounts as appropriate to reflect differences between the unaudited and audited June 30, 2000 balance sheets.
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 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 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. 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 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.
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. Buyer shall notify Seller in writing -------------------------- within 60 calendar days after Buyer's receipt of the Closing Balance Sheet and detailed calculations of the Closing Purchase Price and Adjustment Amount, of any disagreement with the calculation of the Closing Purchase Price. Buyer shall provide a reasonably detailed explanation of any disagreement with the calculation of the Closing Purchase Price, and the aggregate dollar amount of any adjustments Buyer wishes to propose to the Closing Purchase Price ("the Disputed Adjustment Amount"). If the Disputed Adjustment Amount is $150,000 or less it shall be disregarded and the Adjustment Amount paid in accordance with Section 2.5(b).
Disputed Adjustment Amount. If the parties disagree as to the -------------------------- Adjustment Amount, then the following shall occur within 60 calendar days after Depositor's receipt of the documentation required to be delivered under Section 2.5(a) of the Purchase Agreement:
Disputed Adjustment Amount. (a) If the Sellers Representative disagrees with the Adjustment Amount, the Sellers Representative shall notify Buyer of such disagreement in writing specifying in reasonable detail the particulars of such disagreement with reconciliation with the Closing Statement within 30 Business Days after the Sellers Representative’s receipt of the Closing Statement (a Notice of Disagreement). In order to enable the Sellers Representative to review the Closing Statement and determine whether it agrees or disagrees with such Closing Statement, the Buyer shall procure that all books and records relating to the Group Companies used in the preparation of the Closing Statement are made available to the Sellers Representative and to its advisors during normal office working hours as the Sellers Representative may reasonably request to the extent such access does not interfere with the normal course of the business. If the Sellers Representative fails to provide a Notice of Disagreement within such time period, then the Final Consideration as set out in the Closing Statement shall be final and binding on the Parties and the Closing Statement shall be the Final Closing Statement.
