Common use of The Adjustment Report Clause in Contracts

The Adjustment Report. The Accountant shall, as promptly as practicable and in no event later than 60 days following the date of its retention, deliver to Buyers and to 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 Audited Balance Sheet as of the Net Asset Value Date in order for it to comply with the Audit Requirements, and shall determine the appropriate Adjusted Net 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 Audited Balance Sheet as of the Net Asset Value Date, together with supporting calculations. The Adjustment Report shall be final and binding upon Buyers and 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. Sections 1 et seq. and the state law counterparts thereto.

Appears in 1 contract

Samples: Purchase Agreement (Usa Education Inc)

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The Adjustment Report. The Accountant shall, as promptly as --------------------- practicable and in no event later than 60 45 days following the date of its retention, deliver to Buyers the Purchaser and to the 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 Audited Closing Balance Sheet as of the Net Asset Value Date in order for it to comply with the Audit Requirementsthis Section 3, and shall determine the appropriate Adjusted Closing Net Asset Value 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 Audited Closing Balance Sheet as of Sheet, the Adjustment Certificate and the Closing Net Asset Value DateWorth, 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 Buyers 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. Sections U.S.C. (S)(S) 1 et seq. and the state law counterparts thereto.-- ---

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 60 30 days following the date of its retention, deliver to the Sellers and the Buyers and to 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 Audited applicable Closing Balance Sheet as of the Net Asset Value Date Sheets in order for it them to comply with the Audit Requirementsthis Section 2.2, and shall determine the appropriate Adjusted Closing Net Asset Value 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 Audited Closing Balance Sheet as of Sheets, the Adjustment Certificates and the Closing Net Asset Value DateWorking Capital, together with supporting calculations. The Sellers shall pay one-half, and the Buyer shall pay one-half, of the fees and expenses of the Accountant incurred in connection with the matters referred to in this Section 2.2. The Adjustment Report shall be final and binding upon the 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. U.S.C. Sections 1 et seq. and the state law counterparts theretoET 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 60 45 days following the date of its retention, deliver to Buyers the Buyer and to Sellers the Seller 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 Audited Closing Balance Sheet as of the Net Asset Value Date in order for it to comply with the Audit Requirementsthis Section 1.3, and shall determine the appropriate Adjusted Closing Controllable Net Asset Value 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 Audited Closing Balance Sheet as of Sheet, the Adjustment Certificate and the Closing Controllable Net Asset Value DateAssets, together with supporting calculations. The Seller shall pay one-half, and the Buyer shall pay one-half, of the fees and expenses of the Accountant incurred in connection with the matters referred to in this Section 1.3. The Adjustment Report shall be final and binding upon Buyers the Buyer and Sellersthe Seller, and shall be deemed a final arbitration award that is enforceable pursuant to the terms of the Federal Arbitration Act, 9 U.S. C. Sections U.S.C. xx.xx. 1 et seq. and the state law counterparts thereto.

Appears in 1 contract

Samples: Acquisition Agreement (Relocation Management Systems Inc)

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The Adjustment Report. The Accountant shall, as promptly as --------------------- practicable and in no event later than 60 45 days following the date of its retention, deliver to Buyers the Purchaser and to the 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 Audited Closing Balance Sheet as of the Net Asset Value Date in order for it to comply with the Audit Requirementsthis Section 3, and shall determine the appropriate Adjusted Closing Net Asset Value 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 Audited Closing Balance Sheet as of Sheet, the Adjustment Certificate and the Closing Net Asset Value DateWorth, 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 Buyers 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. Sections U.S.C. (S)(S) 1 et seq. and the state law counterparts thereto.-- ---

Appears in 1 contract

Samples: Partnership Interest Purchase Agreement (Tarrant Apparel Group)

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