Examples of Adjustment Amount Statement in a sentence
The determination of the Independent Accountant shall be final, binding and conclusive on the Parties absent manifest error, and TRM shall revise the HIG Adjustment Amount Statement to reflect such determination upon receipt thereof.
Notwithstanding anything to the contrary in the immediately preceding sentence, failure to obtain the HIG Adjustment Amount Approvals shall not limit the obligations of CPH or Tower Parent to pay the HIG Adjustment Amount under the CastlePoint Guaranty or Tower Guaranty, as the case may be, within five Business Days after the HIG Adjustment Amount Statement is finalized pursuant to this Section 2.10.
In making such calculation, the Independent Accountants shall consider only those items or amounts in the Adjustment Amount Statement and Purchaser’s calculation of the Adjustment Amount and the Post-Closing Payment as to which the Seller Representative has disagreed in the Adjustment Notice.
The Adjustment Amount Statement shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements and (ii) be certified by a financial officer of the Company.
If CPRE and TRM reach agreement with respect to any Disputed Items, TRM shall revise the HIG Adjustment Amount Statement to reflect such agreement.
If Purchaser does not timely deliver a Transferred Contract Adjustment Amount Objection Notice to Seller or if Purchaser notifies Seller that it has no objections, the Initial Transferred Contract Adjustment Amount Statement shall be final and binding on the Parties for purposes of this Section 5.17 and shall be deemed the “Final Transferred Contract Adjustment Amount Statement”.
Each Party shall reasonably cooperate with the other and its accounting advisors to provide them with any information used in or relevant to the preparation of the Initial Transferred Contract Adjustment Amount Statement that is reasonably requested for purposes of Seller’s preparation or Purchaser’s review, as applicable, of the Initial Transferred Contract Adjustment Amount Statement.
The Price Adjustment Auditor shall act as an expert and not as an arbitrator to determine, based solely on presentations by Purchaser and Sellers' Representative, and not by independent review, only those issues in dispute between the parties regarding the Closing Adjustment Amount Statement.
If Sellers' Representative shall so notify Purchaser of acceptance by Sellers' Representative, on behalf of Sellers, of the Closing Adjustment Amount Statement within such thirty-calendar day period, the Closing Adjustment Amount Statement shall constitute the "Final Closing Adjustment Amount Statement" and the date of delivery of such notice shall constitute the "Final Purchase Price Adjustment Date".
The Estimated Adjustment Amount Statement shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements and (ii) be certified by a financial officer of the Company.