Adjustment Resolution Period definition
Examples of Adjustment Resolution Period in a sentence
If the Parties are unable to agree on the updates set forth in the Net Debt Amount Adjustment Notice during the Net Debt Amount Adjustment Resolution Period, then the Parties shall refer the applicable disputed items (the “Net Debt Amount Adjustment Disputed Items”) to an Independent Valuation Firm mutually agreed by them.
If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to retain the Firm (or if the Firm is unable to serve as the Firm for any reason whatsoever, including for reasons of conflict of interest), the parties shall, within five days thereafter, retain the Second Firm, in which case the Second Firm shall be deemed to be the Firm for purposes of this Agreement.
If Buyer and Seller reach an agreement on any Disputed Item during the Adjustment Resolution Period, the resolution of such Disputed Items shall be in writing and shall be final and binding upon the Parties.
Any such disagreements that are resolved by the Buyer and Seller during the Adjustment Resolution Period shall be final, conclusive and binding on the parties and not subject to appeal.
If at the end of the Adjustment Resolution Period, the parties have been unable to resolve any differences they may have with respect to the matters specified in the Notice of Adjustment Disagreement, the Stockholder Representative and Buyer, or either of them, shall refer all matters in the Notice of Adjustment Disagreement other than the Resolved Matters (the “Unresolved Matters”) to PricewaterhouseCoopers LLP (the “Independent Accountant”).
Any resolution by the Shareholders’ Representative and Buyer during the Adjustment Resolution Period as to any disputed amounts will be final, binding and conclusive.
If the Stockholder Representatives deliver an Objection Notice to Parent within such 30-day period, Parent and the Stockholder Representatives shall, within 30 days after Parent has received the Objection Notice (the "Adjustment Resolution Period"), negotiate in good faith and use commercially reasonable efforts to resolve by written agreement their differences as to the Parent Calculation.
If at the end of the Adjustment Resolution Period the parties have been unable to resolve any differences they may have with respect to the matters specified in the Notice of Adjustment Disagreement, the Stockholder Representative and Parent shall refer all matters that remain in dispute with respect to the Notice of Adjustment Disagreement (the “Unresolved Matters”) to PricewaterhouseCoopers LLP (the “Independent Accountant”).
Equityholder Representative and Purchaser may mutually agree in writing to extend the term of the Adjustment Resolution Period.
If all of the matters set forth in the Tax Adjustment Statement of Objections are resolved within the Tax Adjustment Resolution Period, the Tax Adjustment Statement and the Tax Adjustment Amount with such changes as may have been previously agreed in writing by the HTA Holdings Owners and the Charity, as the case may be, and the Buyer, shall be final and binding and, if required, the applicable Tax Returns shall be revised accordingly to reflect such resolution.