Resolution of Disputed Adjustment Amount Sample Clauses

Resolution of Disputed Adjustment Amount. Acquiror and Seller shall use their reasonable efforts for a period of thirty (30) calendar days after Seller's delivery of such notice (or such longer period as Acquiror and Seller shall mutually agree upon) to resolve any disagreements raised by Seller with respect to the calculation of the Adjustment Amount and shall promptly execute and deliver appropriate joint written instructions to the Escrow Agent if such disagreement is resolved. If, at the end of such period, Acquiror and Seller are unable to resolve such disagreements, Acquiror and Seller shall jointly select an independent auditor of recognized national standing that is not Xxxxxxxx to resolve any remaining disagreements; provided that PricewaterhouseCoopers LLP will be the independent auditor if Acquiror and Seller cannot agree on the selection of such independent auditor. The determination by such independent auditor shall be final, binding and conclusive on the parties. Acquiror and Seller shall use their reasonable efforts to cause the independent auditor to make its determination within thirty (30) calendar days of accepting its selection. Within ten (10) calendar days after the date of determination of such independent auditor, Acquiror and Seller shall promptly execute and deliver joint written instructions to the Escrow Agent, instructing the Escrow Agent to distribute to Acquiror and/or Seller, as the case may be, any funds remaining in the Escrow Account in accordance with the determination of the independent auditor. The fees and expenses of such independent auditor shall be borne by Acquiror and Seller Parties in proportion to the aggregate amount of all disputed items as to which such party's claim was unsuccessful (i.e., if there are $1,000,000 of disputed items and the independent auditor determines that Seller's claim prevails with respect to $250,000 of such disputed items and Acquiror's claim prevails with respect to $750,000 of such disputed items, then Seller Parties would be obligated to pay seventy five percent (75%) of the fees and expenses and Acquiror would be obligated to pay twenty five percent (25%) of the fees and expenses).
Sample 1See All (4)
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Resolution of Disputed Adjustment Amount. Acquiror and Seller shall use their reasonable efforts for a period of fifteen (15) Business Days after Acquiror's delivery of such notice (or such longer period as Acquiror and Seller shall mutually agree upon) to resolve any disagreements raised by Acquiror with respect to the calculation of the Adjustment Amount. If, at the end of such period, Acquiror and Seller are unable to resolve such disagreements, Acquiror and Seller shall jointly select an independent auditor of recognized national standing to resolve any remaining disagreements; provided that Ernst & Young LLP will be the independent auditor if Acquiror and Seller cannot agree on the selection of such independent auditor. The determination by such independent auditor shall be final, binding and conclusive on the parties. Acquiror and Seller shall use their reasonable efforts to cause the independent auditor to make its determination within thirty (30) calendar days of accepting its selection. Within ten (10) Business Days after the date of determination of such independent auditor, Acquiror shall make any deposits with the Escrow Agent or payments to Seller required in accordance with the determination of the independent auditor. The fees and expenses of such independent auditor shall be borne by Acquiror and Seller Parties in proportion to the aggregate amount of all disputed items as to which such party's claim was unsuccessful (i.e., if there are $100,000 of disputed items and the independent auditor determines that Seller's claim prevails with respect to $25,000 of such disputed items and Acquiror's claim prevails with respect to $75,000 of such disputed items, then Seller Parties would be obligated to pay seventy five percent (75%) of the fees and expenses and Acquiror would be obligated to pay twenty five percent (25%) of the fees and expenses).
Sample 1See All (4)
Resolution of Disputed Adjustment Amount. Buyer and Seller shall use their best efforts for a period of thirty (30) calendar days after Buyer's delivery of such notice (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 Amount. If, at the end of such period, Buyer and Seller are unable to resolve such disagreements, Arthxx Xxxexxxx xxx Co., and KPMG Peat Marwick LLP, independent auditors of Buyer and Seller, 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. Within ten (10) calendar days after the date of determination of such third independent auditor, Buyer shall pay Seller, or Seller shall pay Buyer, as the case may be, the Adjustment Amount in the manner set forth in Section 2.5(b). The fees and expenses of such third independent auditor shall be borne by Buyer and Seller equally.
Sample 1
Resolution of Disputed Adjustment Amount. Buyer and Seller shall ---------------------------------------- use their best efforts for a period of 30 calendar days after Buyer's delivery of such notice (or such longer period as Buyer and Seller shall mutually agree upon) to resolve any disagreements over the Disputed Adjustment Amount. If, at the end of such period, Buyer and Seller are unable to resolve such disagreements, the national accounting firm of Ernst & Young LLP shall resolve any remaining disagreements. The determination by Ernst & Young LLP shall be final, binding and conclusive on the parties. Buyer and Seller shall use their best efforts to cause Ernst & Young LLP to make its determination within 30 days. Within 5 Business Days after the date of determination of Ernst & Young LLP, the Adjustment Amount (after giving effect to the determination of the Disputed Adjustment Amount by Ernst & Young LLP) shall be paid in a manner set forth in Section 2.5(b). The fees and expenses of Ernst & Young LLP shall be borne by Buyer and Seller equally.
Sample 1
Resolution of Disputed Adjustment Amount. Buyer and Sellers will use their best efforts for a period of thirty (30) calendar days after Buyer's delivery of such notice to resolve any disagreements with respect to the calculation of the Adjustment Amount. If, at the end of such period, Buyer and Sellers are unable to resolve such disagreements, they shall be arbitrated pursuant to Section 10.7.
Sample 1
Resolution of Disputed Adjustment Amount. (i) Parent and Seller shall use their reasonable best efforts for a period of thirty (30) calendar days after Seller’s delivery of a Closing Dispute Notice (or such longer period as Parent and Seller shall mutually agree upon) to resolve any disagreements raised by Seller in such Closing Dispute Notice. If, at the end of such period, Parent and Seller are unable to resolve such disagreements, the parties shall jointly select RSM Xxxxxxx Xxxxxxxxxxx (Toronto office) or, if it is unable or unwilling to serve, another independent accounting firm of recognized international standing (the “Arbitrator”) for review and resolution of all matters (but only such matters) which remain in dispute and which were properly included in the Closing Dispute Notice. The parties shall instruct the Arbitrator to, and the Arbitrator shall, make a final determination of the items included in the Closing Dispute Notice (to the extent such amounts are in dispute) in accordance with the guidelines and procedures set forth in this Agreement. The parties shall instruct the Arbitrator to not, and the Arbitrator shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Parent, on the one hand, or Seller, on the other hand, or less than the smallest value for such item assigned by Parent, on the one hand, or Seller, on the other hand. Parent and Seller shall also instruct the Arbitrator to, and the Arbitrator shall, make its determination based solely on presentations by Parent and Seller which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The determination by the Arbitrator shall be final, binding and conclusive on all parties. Parent and Seller shall use their reasonable best efforts to cause the Arbitrator to make its determination within thirty (30) calendar days of accepting its selection. Within five (5) Business Days after the date of determination of the Arbitrator, Parent and Seller shall cause the Adjustment Amount to be paid in accordance with Section 2.5(b)(i) or Section 2.5(b)(ii), as applicable.
Sample 1
Resolution of Disputed Adjustment Amount. Buyer and the Seller Parties shall use their best efforts for a period of 30 calendar days after Buyer's delivery of such notice (or such longer period as Buyer and the Seller Parties shall mutually agree upon) to resolve any disagreements raised by the Seller Parties with respect to the calculation of the Adjustment Amount. If, at the end of such period, Buyer and the Seller Parties are unable to resolve such disagreements, and the amount in dispute is greater than $50,000, then Xxxx X. Xxxxx CPA and Coopers & Xxxxxxx, independent auditors of the Seller Parties, 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 the Seller Parties shall use their best efforts to cause such third independent auditor to make its determination within 30 calendar days of accepting its selection. Within ten calendar days after the date of determination of such third independent auditor, Buyer shall pay Xxxxxx Xxxx, or the Seller Parties shall pay Buyer, as the case may be, the Adjustment Amount. The fees and expenses of such third independent auditor shall be borne by Buyer and the Seller Parties equally. If the amount in dispute is $50,000 or less then Buyer and Xxxxxx Hawk shall flip a coin and the winning party's positions shall be accepted.
Sample 1
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Resolution of Disputed Adjustment Amount. Allergan and Farallon shall use their respective commercially reasonable efforts for a period of thirty (30) calendar days after Farallon's delivery of a Dispute Notice (or such longer period as Allergan and Farallon shall mutually agree upon) to resolve any disagreement raised by Farallon with respect to the Closing Expense Schedule, or the calculation of the Pre-Closing G&A Expenses or the Adjustment Amount. If, at the end of such period, Allergan and Farallon are unable to resolve such disagreement, Farallon and Allergan, respectively, shall jointly select an independent auditor of recognized international standing to resolve any remaining disagreement. The determination by such independent auditor shall be final, binding and conclusive on the parties. Allergan and Farallon shall use their respective commercially reasonable efforts to cause such independent auditor to make its determination within thirty (30) calendar days of accepting its selection. Within fifteen (15) business days after the date of determination of such independent auditor, Farallon shall pay Allergan, or Allergan shall pay Farallon, as the case may be, any and all remaining unpaid portions of the Adjustment Amount in the manner set forth herein. Allergan and Farallon shall each pay one half of the fees and expenses of such independent auditor.
Sample 1
Resolution of Disputed Adjustment Amount. The Purchaser and the Parent shall use their best efforts for a period of thirty (30) calendar days after the Parent's delivery of such notice of disagreement (or such longer period as the Purchaser and the Parent shall mutually agree upon) to resolve any disagreements raised by the Parent with respect to the calculation of the Adjustment Amount. If, at the end of that thirty (30) day period, the Purchaser and the Parent are unable to resolve the disagreements, PWC and KPMG, independent auditors of the Sellers and the Purchaser, respectively, shall jointly select a third independent auditor of recognized international standing to resolve any remaining disagreements. The determination by the third independent auditor shall be final, binding and conclusive on the parties. The Purchaser and the Parent shall use their best efforts to cause the third independent auditor to make its determination within thirty (30) calendar days of accepting its selection. Within five (5) calendar days after the date of determination of the third independent auditor, the Parent shall pay the Purchaser the Adjustment Amount, if any, in the manner set forth in Section 2.5(b). The fees and expenses of the third independent auditor shall be borne by the Purchaser and the Parent in proportion to the amount of the disputed item with respect to which such party's claim was unsuccessful.
Sample 1

Related to Resolution of Disputed Adjustment Amount

  • Resolution of Dispute Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.

  • Resolution of Disputes Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

  • Full Settlement; Resolution of Disputes (a) The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Section 6(a)(ii), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

  • Settlement of Dispute Any disputes under the Agreement shall be settled at first through friendly consultation between the parties hereto. In case no settlement can be reached through consultation, each party shall have the right to submit such disputes to China International Economic and Trade Arbitration Commission in Beijing. The Place of arbitration is Beijing. The arbitration award shall be final and binding on both parties.

  • 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.

  • Resolution of Discrepancies In the event of any discrepancy between the information set forth in any report provided by the Custodian to the Company and any information contained in the books or records of the Company, the Company shall promptly notify the Custodian thereof and the parties shall cooperate to diligently resolve the discrepancy.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

  • Audit Dispute In the event of a dispute with respect to any audit, Caribou and AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The decision of the Audit Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, the audited Party shall pay the additional amounts, with interest from the date originally due, or the auditing Party shall reimburse the excess payments, as applicable.

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

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