Examples of Adjustment Dispute Notice in a sentence
If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items.
If Buyer and Parent are unable to reach a resolution with respect to all disputed items within forty five (45) days of delivery of the Adjustment Dispute Notice, Buyer and Parent will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within thirty (30) days after such submission, upon such remaining disputed items.
Parent shall be conclusively deemed to have accepted any item in the Proposed Adjustment Statement not addressed by the Adjustment Dispute Notice.
The determination of the Independent Accounting Firm on each issue shall be neither more favorable to Buyer than shown in the Proposed Adjustment Statement nor more favorable to Parent than shown in the Adjustment Dispute Notice.
If the SH Rep delivers an Adjustment Dispute Notice within such sixty (60)-day period, Parent and the SH Rep shall attempt in good faith to resolve any such dispute, but if such dispute is not resolved within ten (10) Business Days after the date that Parent receives the Adjustment Dispute Notice, then the SH Representative and Parent shall refer such dispute to the Independent Accountants for resolution.
The Adjustment Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail.
If the parties are unable to mutually agree on the calculation of such adjustment within five business days of receipt by Enterprise GP of such Adjustment Dispute Notice, the parties shall each select a firm of independent accountants of nationally recognized standing within five business days, which firms shall then mutually agree upon a third firm of independent accountants of nationally recognized standing and refer the matter to such third firm for resolution within five additional business days.
If the SH Rep does not deliver an Adjustment Dispute Notice within such sixty (60)-day period, the SH Rep shall be deemed to agree with the Calculations and Section 3.5(d) shall apply.
If a Post-Closing Adjustment Dispute Notice is not delivered to Buyer during the Post-Closing Adjustment Review Period, the calculation of the Final Purchase Price set forth in the Adjustment Statement shall be deemed accepted and agreed to by Sellers and shall be final and binding for purposes of this Agreement and shall be non-appealable by the parties hereto absent manifest error.
The time period within which Merger Partner must deliver any Spinco Adjustment Dispute Notice shall be extended in the case of any undue delay by Remainco in providing Merger Partner access to its books and records, the personnel of, and work papers prepared by, Remainco and its Affiliates to the extent they relate to the preparation of the Spinco Initial Post-Closing Statement and such historical financial information, for each day that Remainco delays in providing Spinco such access.