Acquiror Objection definition

Acquiror Objection has the meaning set forth in Section 2.15(b).
Sample 1Sample 2
Acquiror Objection is defined in Section 2.3(b).
Sample 1
Acquiror Objection is defined in Section 2.3(g).
Sample 1

Examples of Acquiror Objection in a sentence

  • The fees and disbursements of the Representatives of each Party incurred in connection with their preparation of the Cut-Off Date Adjustment Statement and preparation or review of any Acquiror Objection, as applicable, will be borne by such Party.

  • Following receipt of an Acquiror Objection, each of the Parties will cause its respective officer or designee to negotiate in good faith to agree to the final written determination as to the then-remaining disputed items within two Business Days of Parent’s receipt of the Acquiror Objection (and, in any event, no later than the 4th Business Day prior to the Closing Date).

  • Section 2.15(c) is hereby deleted in its entirety and replaced with the following: In the event that Acquiror delivers an Acquiror Objection to Parent, Acquiror and Parent will refer the disputed items in the Acquiror Objection to the Chief Financial Officer of Parent and the Chairman of the Board of Acquiror (or their designees) to make a final written determination as to each then-remaining disputed item, which written determination will be final and binding on the Parties as to each such disputed item.

  • Any Acquiror Objection will set forth a description in reasonable detail of the basis of the Acquiror Objection and the adjustments to the value of Specified Net Assets reflected on the Closing Adjustment Statement prepared by Seller which Acquiror believes should be made.

  • The fees and disbursements of the Representatives of each Party incurred in connection with their preparation of the Closing Working Capital Statement and preparation or review of any Acquiror Objection, as applicable, will be borne by such Party.

  • After receipt of such Acquiror Objection, the Acquiror and the Shareholder Representative shall negotiate in good faith the amount of the Earn-Out Loss.

  • Any Acquiror Objection must set forth a description in reasonable detail of the basis of the Acquiror Objection and the specific adjustments to the values reflected in the Closing Working Capital Statement prepared by Seller which Acquiror believes should be made.

  • Acquiror and the Company Holders’ Agent shall thereupon submit the objections identified in the Objection Notice (other than the Agreed Adjustments) and the Acquiror Objection Notice to Ernst & Young LLP (the “Neutral Auditor”).

  • If Acquiror and the Shareholder Representative cannot reach agreement on Earn-Out Loss within five (5) Business Days after delivery of the Acquiror Objection, then the Acquiror and the Shareholder Representative shall submit the dispute to the Board of Directors of the Surviving Company for review.


More Definitions of Acquiror Objection

Acquiror Objection has the meaning set forth in Section 1.11(b).
Sample 1

Related to Acquiror Objection

  • Claim Objection Deadline means the first Business Day that is 180 days after the Effective Date, as may be extended by order of the Bankruptcy Court.

  • Title Objection shall have the meaning assigned thereto in Section 8.5.

  • Plan Objection Deadline means the date the Bankruptcy Court establishes as the deadline to File an objection to Confirmation of the Plan.

  • Claims Objection Deadline means the deadline for objecting to a Claim against a Debtor, which shall be on the date that is the later of (a) 180 days after the Effective Date and (b) such other period of limitation as may be fixed by the Debtors or the Reorganized Debtors, as applicable, or by an order of the Court for objecting to such Claims.

  • Title Objections has the meaning ascribed to such term in Section 6.2(a).

  • Seller’s Notice has the meaning set forth in Section 8.5(a).

  • Objections Statement has the meaning set forth in Section 1.02(d).

  • Statement of Objections has the meaning set forth in Section 2.04(c)(ii).

  • Objections means any objection, application, motion, complaint or any other legal proceeding seeking, in whole or in part, to disallow, determine, liquidate, classify, reclassify, or establish the priority, expunge, subordinate or estimate any Claim (including the resolution of any request for payment of any Administrative Claim).

  • Objection Notice has the meaning set forth in Section 2.3(a) of this Agreement.

  • Claims Objection Bar Date means the deadline for objecting to a Claim, which shall be on the date that is the later of (a) 180 days after the Effective Date and (b) such other period of limitation as may be specifically fixed by the Debtors or the Reorganized Debtors, as applicable, or by an order of the Bankruptcy Court for objecting to Claims.

  • Notice of Objection has the meaning set forth in Section 2.4(c).

  • Objection Deadline means the date identified in the Preliminary Approval Order and Class Notice by which a Settlement Class Member must serve written objections, if any, to the Settlement to be able to object to the Settlement. The Objection Deadline shall be no later than 30 days before the Final Approval Hearing.

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Dispute Notice means a written notice served by one Party on the other stating that the Party serving the notice believes that there is a Dispute;

  • Objection Period has the meaning set forth in Section 2.4(d).

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Objection Date means the date by which Settlement Class Members must mail their objection to the settlement for that objection to be effective. The postmark date shall constitute evidence of the date of mailing for these purposes.

  • Title Defect Notice shall have the meaning set forth in Section 11.2(a).

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VI.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Claims Notice has the meaning set forth in Section 9.3(a).

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.