Purchase Price Adjustment Arbitration Sample Clauses

Purchase Price Adjustment Arbitration. 59 LIST OF SCHEDULES AND EXHIBITS Schedule 1.1A - Accounting Protocol Schedule 1.1P - Permitted Encumbrances Schedule 1.1Q - Pro Forma EBITDA Schedule 2.2 - Lockboxes Schedule 2.10 - Purchase Price Allocation Schedule 3.1 - Organization Schedule 3.5 - Financial Statements Schedule 3.6 - Absence of Changes Schedule 3.7(b) - Taxes: Liabilities Schedule 3.7(c) - Taxes: Accruals Schedule 3.7(d) - Taxes: Audits/Examinations Schedule 3.7(e) - Taxes: Agreements Schedule 3.7(f) - Taxes: Consolidated Returns Schedule 3.7(g) - Taxes: Tax Return Jurisdictions Schedule 3.8(a) - Owned Real Property Schedule 3.8(b) - Leased Real Property Schedule 3.8(c) - Personal Property Schedule 3.8(d) - Shared Facilities Schedule 3.8(e) - Adequacy of Assets Schedule 3.9 - Litigation Schedule 3.10 - Compliance With Law; Permits Schedule 3.11 - Labor Matters Schedule 3.12(a)(i) - Intellectual Property Assets: Marks and Fictional Names Schedule 3.12(a)(ii) - Intellectual Property Assets: Patents Schedule 3.12(a)(iii) - Intellectual Property Assets: Copyrights Schedule 3.12(a)(iv) Intellectual Property Assets: Internet Domain Names Schedule 3.12(b)(i) - Rights in Intellectual Property: Generally Schedule 3.12(b)(ii) - Rights in Intellectual Property: Patents Schedule 3.12(b)(iii) - Rights in Intellectual Property: Marks Schedule 3.12(b)(iv) - Rights in Intellectual Property: Intellectual Property Licenses Schedule 3.13(a) - Employee Benefit Plans Schedule 3.13(b) - Status of Plans Schedule 3.13(c)(iii) - Post-Employment or Retiree Benefits Schedule 3.13(c)(vi) - Actual and Contingent Liabilities Schedule 3.13(d) - Contributions Schedule 3.13(h) - Employees Schedule 3.13(i) - Agreements and Plans Schedule 3.13(j) - Multiemployer Plans Schedule 3.14 - Environmental Matters Schedule 3.16 - Material Contracts Schedule 3.18 - Insurance Schedule 3.19 - Undisclosed Liabilities Schedule 4.4 - Brokers, Finders of USF Schedule 5.5 - Brokers, Finders of Buyer Schedule 6.3 - Material Consents Schedule 6.5 - Operations Prior to Closing Date Schedule 6.7 - Guaranty and Surety Obligations Schedule 7.6 - Accountants Fees and Expenses Schedule 7.10 - Non-Solicitation Exhibit A - Commitment Letters Exhibit B - Guaranty of Vivendi Environnement, S.A. Exhibit C - Terms of Service Level Agreement EXECUTION ORIGINAL THIS ASSET PURCHASE AGREEMENT (the "AGREEMENT"), dated as of the 12th day of September, 2002, is by and among UNITED STATES FILTER CORPORATION, a Delaware corporation ("USF'), U.S. FILTER DISTRIB...
Sample 1
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Purchase Price Adjustment Arbitration. If(i) an Objection is not Resolved as set forth in Section 2.9(b) or (ii) if the Parties dispute the interpretation of any provision of this Agreement as it Relates to the determination of the Closing Date Working Capital pursuant to the terms of Section 2.9, and a Party applies for arbitration pursuant to this Section 10.9, the Objection or disagreement will be resolved, or the disputed provision will be interpreted, by binding arbitration; provided, that the foregoing shall not preclude equitable or other judicial relief to enforce the provisions of this Agreement or to preserve the status quo pending resolution of such Objection, disagreement or disputed provision. Subject to the provisions of this Section, Distribution and Buyer will agree upon the rules of the arbitration prior to the arbitration and based upon the nature of the Objection or the dispute. To the extent that the Parties cannot agree on the rules of the arbitration, then the Commercial Arbitration Rules of the AAA in effect on the date hereof as modified by this Agreement, will apply. As a minimum set of rules in the arbitration, the Parties agree as follows:
Sample 1

Related to Purchase Price Adjustment Arbitration

  • Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

  • Purchase Price Allocation The Parties shall allocate five percent (5%) of the Final Closing Consideration to the Restrictive Covenants for Tax purposes. The Parties acknowledge and agree that the Tax allocation, if any, of the Final Closing Consideration to Restrictive Covenants shall not, in any way, limit any remedy available to Purchaser for any breach by any Seller Party of any Restrictive Covenants. The Parties shall allocate the remainder of the Final Closing Consideration (and any other relevant items) to the Acquired Assets in accordance with Section 1060 of the Code. NIS shall provide to Purchaser a draft allocation within ninety (90) days after the Closing Date. Within forty-five (45) days after NIS’s delivery of the draft allocation, Purchaser shall notify NIS of any objections it may have thereto. The Parties shall attempt in good faith to resolve any disagreement with respect to such allocation. If the Parties are unable to reach an agreement, they shall cause the Accountant to resolve any remaining disputes. The Parties shall split the costs of such Accountant equally. The Parties agree to file all Tax Returns (including IRS Form 8594) consistent with the purchase price allocation, as finally determined pursuant to this Section 2.6. The Parties shall revise the purchase price allocation, if and when necessary, to take into account any adjustment to the Purchase Price pursuant to this Agreement using the same methodologies as were used in compiling the initial allocation; provided, however, that, for the avoidance of doubt, no additional amounts shall be allocated to the Restrictive Covenants for Tax purposes. To the extent Section 483 of the Code or any succeeding or corresponding provision of applicable law applies to characterize portions of the Purchase Price as interest payments, the Parties hereby agree to so treat them.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Exercise Price Adjustments The Exercise Price shall be subject to adjustment from time to time as follows:

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

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