Adjustment Auditor definition

Adjustment Auditor shall have the meaning set forth in Section 2.3(e).
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Adjustment Auditor shall have the meaning set forth in Section 2.6(j)(v).
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Examples of Adjustment Auditor in a sentence

  • The determination of such Final Adjustment Auditor shall be final and binding on the Parties, absent manifest error.

  • The determination of such Final Adjustment Auditor shall be final and binding on the parties hereto, absent manifest error.

  • The fees and expenses of the Adjustment Auditor shall be borne by FID and by the Sellers based on the inverse of the percentage of the amount that the Adjustment Auditor (before such allocation) awards in favor of the Sellers or FID, as applicable, as it bears to the total amount of the total items in dispute as originally submitted to the Adjustment Auditor.

  • For example, should the items in dispute total in amount to £1,000 and the Adjustment Auditor awards £600 in favor of the Sellers’ position, sixty percent (60%) of the costs of its review would be borne by FID and forty percent (40%) of the costs would be borne by the Sellers.

  • The determination of the Adjustment Auditor shall be final and binding upon the parties and the Post-Closing Adjustment Notice shall be deemed amended as appropriate, if applicable.

  • Buyer or AmerAlia, on the one hand, and Seller or Parent, on the other hand, shall share equally the payment of the fees and expenses of the Adjustment Auditor.

  • All fees and expenses incurred by the Price Adjustment Auditor in connection with the Price Adjustment Audit shall be borne equally by Purchaser and Sellers, in the aggregate.

  • If Purchaser and Sellers' Representative are unable to agree on the Price Adjustment Auditor, then Purchaser and Sellers' Representative shall each have the right to request the American Arbitration Association to appoint the Price Adjustment Auditor, which Price Adjustment Auditor shall not have had a material relationship with Purchaser, Sellers' Representative, Gentek Holdings or any of its Subsidiaries, OTPPB or any of their respective affiliates within the immediately preceding two (2) years.

  • 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.

  • FID and the Sellers a report that sets forth its resolution of the disputed items and amounts and its calculation of the Post-Closing Adjustment; provided, however, that the Adjustment Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party.

Related to Adjustment Auditor

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Adjustment Notice has the meaning provided such term in Section 2.3(b).

  • Adjustment Request means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset, and (c) any claim for refund or credit of Taxes previously paid.

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  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • Adjustment ratio means the value of index A divided by index

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Spread Adjustment means 100 basis points.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Adjustment Payment means, in respect of any Security, the payment (if any) determined by the Determination Agent as is required in order to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value to or from the Issuer as a result of the replacement of the Index by the Alternative Pre-nominated Index. The Determination Agent may determine that the Adjustment Payment is zero.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • CMSA NOI Adjustment Worksheet A report substantially in the form of, and containing the information called for in, the downloadable form of the "NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CMSA for commercial mortgage securities transactions generally and is acceptable to the Master Servicer or the Special Servicer, as applicable, and in any event, shall present the computations made in accordance with the methodology described in such form to "normalize" the full year net operating income and debt service coverage numbers used in the other reports required by this Agreement.

  • Informal adjustment means an agreement reached among the parties, with consultation, but not the consent, of the victim of the crime or other persons specified in KRS 610.070 if the victim chooses not to or is unable to participate, after a petition has been filed, which is approved by the court, that the best interest of the child would be served without formal adjudication and disposition;

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • CREFC® NOI Adjustment Worksheet The worksheet in the “NOI Adjustment Worksheet” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Adjustment Fraction shall have the meaning set forth in Section 11(a)(i) hereof.

  • Adjustment Time means 12:01 a.m. eastern time on the Closing Date.