Purchase Price Disputes Sample Clauses

Purchase Price Disputes. (a) To the extent Seller delivers a written notice of any objection in accordance with the terms of Section 2.02(b), Section 2.05(b)(ii) or Section 2.06(b) (each an “Objection Notice”), such Objection Notice shall specify in reasonable detail the dollar amount (if determinable) of any objection and the basis therefor. Any determination set forth in the Closing Date Calculation, calculation of Adjusted EBITDA or calculation of Net Charge-Off Reimbursement, as applicable, which is not specifically objected to in an Objection Notice shall be deemed final and binding upon the parties hereto. Except to the extent Seller makes an objection to a specific determination set forth in the Closing Date Calculation, calculation of Adjusted EBITDA or calculation of Net Charge-Off Reimbursement, as applicable, pursuant to an Objection Notice delivered to Buyer within such thirty (30) day or sixty (60) day period, as applicable, the Closing Date Calculation, calculation of Adjusted EBITDA, or calculation of Net Charge-Off Reimbursement, as applicable, will be final and binding upon the parties hereto. If Seller gives a timely Objection Notice, then Buyer and Seller will negotiate to resolve their disputes (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Seller, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)). If Buyer and the Seller are unable to resolve all disputes regarding the Closing Date Calculation, the calculation of Adjusted EBITDA, or the calculation of Net Charge-Off Reimbursement, as applicable, on or prior to the thirtieth (30th) day after the delivery of the Objection Notice, then Buyer and the Seller will retain Duff & Xxxxxx (the “Independent Firm”), and shall instruct the Independent Firm to resolve the dispute as soon as practicable, and in any event within thirty (30) days, and Buyer and Seller and their respective agents shall cooperate with the Independent Firm during its engagement. The Independent Firm shall only decide the specific items under dispute by the parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. In resolving any Disputed Item, the Independent Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Firm’s determination shall be based solely on written submissions by Buyer and S...
Sample 1
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Purchase Price Disputes. (a) Buyer shall permit Seller and its independent certified public accountant to review (at Seller’s sole expense) all accounting records and all work papers and computations used in the preparation of the Closing Working Capital Statement and Buyer’s calculation of Closing Net Working Capital. If Seller does not give a Dispute Notice to Buyer within 30 days after receiving the Closing Working Capital Statement and Buyer’s calculation of Closing Net Working Capital, Seller shall be deemed to have agreed with the Closing Date Balance Sheet and Closing Net Working Capital calculation presented by Buyer.
Sample 1
Purchase Price Disputes. (a) The Parties agree to use commercially reasonable efforts to provide each other and their respective representatives reasonable access to their respective books, records and personnel (during normal business hours), and in a manner so as to not unreasonably interfere with the normal business operations of the Business, to the extent relating to the Business and reasonably necessary throughout the periods during which the Closing Statement is being prepared or evaluated and any disputes that may arise under this Section 3.3 are being resolved.
Sample 1

Related to Purchase Price Disputes

  • Invoice Disputes In the event of an Invoice dispute in respect of Services being provided by Service Provider hereunder, Recipient shall deliver a written statement to Service Provider no later than ten (10) days prior to the date payment is due on the disputed Invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed shall be deemed accepted and shall be paid, notwithstanding disputes on other items, within the period set forth in Section 2.02(b). The Parties shall seek to resolve all such disputes expeditiously and in good faith. Service Provider shall continue performing the Services in accordance with this Agreement pending resolution of any dispute.

  • 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.

  • 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.”

  • The Purchase Price Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 6(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the Option.

  • Payment Disputes In the event of any dispute with respect to any payment hereunder, Producer shall make timely payment of all undisputed amounts, and Gatherer and Producer will use good faith efforts to resolve the disputed amounts within 60 Days following the original due date. Any amounts subsequently resolved shall be due and payable within ten Days of such resolution.

  • Disputed Amounts If Customer disputes any charge or amount on any invoice and such dispute cannot be resolved promptly through good faith discussions between the parties, Customer shall pay the amounts due under this Agreement less the disputed amount, and the parties shall diligently proceed to resolve such disputed amount. An amount will be considered disputed in good faith if (i) Customer delivers a written statement to M&I on or before the due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by Customer, (ii) such written statement represents that the amount in dispute has been determined after due investigation of the facts and that such disputed amount has been determined in good faith, and (iii) all other amounts due from Customer that are not in dispute have been paid in accordance with the terms of this Agreement.

  • 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:

  • Purchase Price Deposit The purchase price (the “Purchase Price”) for the Property, subject to adjustments as provided in this Agreement, shall be FIFTY MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS and 00/100 Dollars ($50,250,000.00), and shall be paid as follows:

  • Purchase Price and Terms The total Purchase Price for the Property (subject to adjustment as provided herein) shall be $17,997,000, of which $17,697,000 shall be allocated to the main shopping center and $300,000 to the outlot. The Purchase Price shall be payable in cash at Closing.

  • Payment of the Purchase Price The Purchase Price shall be paid as follows:

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