The Adjustment Report. The Accountant shall, as promptly as --------------------- practicable and in no event later than 45 days following the date of its retention, deliver to the Purchaser and the Sellers a report (the "Adjustment Report"), in which the Accountant shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the Closing Balance Sheet in order for it to comply with this Section 3, and shall determine the appropriate Closing Net Worth on that basis. The Adjustment Report shall set forth, in reasonable detail, the Accountant's determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Closing Balance Sheet, the Adjustment Certificate and the Closing Net Worth, together with supporting calculations. The Sellers shall pay one- half, and the Purchaser shall pay one-half, of the fees and expenses of the Accountant incurred in connection with the matters referred to in this Section 3. The Adjustment Report shall be final and binding upon the Purchaser and the Sellers, and shall be deemed a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act, 9 U.S.C. (S)(S) 1 et seq. -- ---
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Tarrant Apparel Group)
The Adjustment Report. The Accountant shall, as promptly as --------------------- practicable and in no event later than 45 days following the date of its retention, deliver to the Purchaser Buyer and the Sellers Seller a report (the "Adjustment Report"), in which the Accountant shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the Closing Balance Sheet in order for it to comply with this Section 31.3, and shall determine the appropriate Closing Controllable Net Worth Assets on that basis. The Adjustment Report shall set forth, in reasonable detail, the Accountant's determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Closing Balance Sheet, the Adjustment Certificate and the Closing Controllable Net WorthAssets, together with supporting calculations. The Sellers Seller shall pay one- one-half, and the Purchaser Buyer shall pay one-half, of the fees and expenses of the Accountant incurred in connection with the matters referred to in this Section 31.3. The Adjustment Report shall be final and binding upon the Purchaser Buyer and the SellersSeller, and shall be deemed a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act, 9 U.S.C. (S)(S) xx.xx. 1 et seq. -- ---.
Appears in 1 contract
Samples: Acquisition Agreement (Relocation Management Systems Inc)
The Adjustment Report. The Accountant shall, as promptly as --------------------- practicable and in no event later than 45 days following the date of its retention, deliver to the Purchaser and the Sellers a report (the "Adjustment Report"), in which the Accountant shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the Closing Balance Sheet in order for it to comply with this Section 3, and shall determine the appropriate Closing Net Worth on that basis. The Adjustment Report shall set forth, in reasonable detail, the Accountant's determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Closing Balance Sheet, the Adjustment Certificate and the Closing Net Worth, together with supporting calculations. The Sellers shall pay one- one-half, and the Purchaser shall pay one-one- half, of the fees and expenses of the Accountant incurred in connection with the matters referred to in this Section 3. The Adjustment Report shall be final and binding upon the Purchaser and the Sellers, and shall be deemed a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act, 9 U.S.C. (S)(S) 1 et seq. -- ---
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Tarrant Apparel Group)
The Adjustment Report. The Accountant shall, as promptly as --------------------- practicable and in no event later than 45 30 days following the date of its retention, deliver to the Purchaser Sellers and the Sellers Buyers a report (the "Adjustment ReportADJUSTMENT REPORT"), in which the Accountant shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the applicable Closing Balance Sheet Sheets in order for it them to comply with this Section 32.2, and shall determine the appropriate Closing Net Worth Working Capital on that basis. The Adjustment Report shall set forth, in reasonable detail, the Accountant's determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Closing Balance SheetSheets, the Adjustment Certificate Certificates and the Closing Net WorthWorking Capital, together with supporting calculations. The Sellers shall pay one- one-half, and the Purchaser Buyer shall pay one-half, of the fees and expenses of the Accountant incurred in connection with the matters referred to in this Section 32.2. The Adjustment Report shall be final and binding upon the Purchaser Buyers and the Sellers, and shall be deemed a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act, 9 U.S.C. (S)(S) Sections 1 et seq. -- ---ET SEQ.
Appears in 1 contract
Samples: Asset Purchase Agreement (Leiner Health Products Inc)
The Adjustment Report. The Accountant shall, as promptly as --------------------- practicable and in no event later than 45 60 days following the date of its retention, deliver to the Purchaser Buyers and the to Sellers a report (the "Adjustment ReportADJUSTMENT REPORT"), in which the Accountant shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the Closing Audited Balance Sheet as of the Net Asset Value Date in order for it to comply with this Section 3the Audit Requirements, and shall determine the appropriate Closing Adjusted Net Worth Asset Value on that basis. The Adjustment Report shall set forth, in reasonable detail, the Accountant's determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Closing Audited Balance Sheet, Sheet as of the Adjustment Certificate and the Closing Net WorthAsset Value Date, together with supporting calculations. The Sellers shall pay one- half, and the Purchaser shall pay one-half, of the fees and expenses of the Accountant incurred in connection with the matters referred to in this Section 3. The Adjustment Report shall be final and binding upon the Purchaser Buyers and the Sellers, and shall be deemed a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act, 9 U.S.C. (S)(S) U.S. C. Sections 1 et seq. -- ---and the state law counterparts thereto.
Appears in 1 contract