Allocation Dispute Notice definition

Allocation Dispute Notice shall have the meaning ascribed to it in Section 2.5(b).

Allocation Dispute Notice is defined in Section 8.9

Allocation Dispute Notice has the meaning set forth in Section 2.9.

Examples of Allocation Dispute Notice in a sentence

• If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser.

• Contrasting with this imprecise scenery, the Open Science benefits for science and for scientists are widely accepted, as mentioned in (European Commission, 2012), referring to benefits of public investment in research, or as listed in (Tennant, 2018): ...

• If Holdings and Parent are unable to reach a resolution with such effect within 30 days of the receipt by Parent of the Allocation Dispute Notice, Holdings and Parent shall submit the items remaining in dispute for resolution to the Independent Accounting Firm which shall, within 30 days after submission, determine and report to the parties upon such remaining disputed allocations, and such report shall be final, binding and conclusive on the parties hereto.

• If Purchaser does not deliver an Allocation Dispute Notice within fifteen (15) days after receipt of the Estimated Allocation of the U.S. Tax Purchase Price and Local Tax Purchase Price, the Estimated Allocation of the U.S. Tax Purchase Price and Local Tax Purchase Price shall be deemed the Final Allocation of the U.S. Tax Purchase Price and Local Tax Purchase Price for all purposes hereunder.

• Holdings shall submit only one Allocation Dispute Notice containing all disputed allocations.

More Definitions of Allocation Dispute Notice

Allocation Dispute Notice shall have the meaning ascribed to it in Section 2.5(b). "Antitrust Division" shall have the meaning ascribed to it in Section 5.3(a).

Allocation Dispute Notice shall have the meaning ascribed to such term in Section 6.1(f) hereof.

Allocation Dispute Notice. As defined in Section 1.7(a). “Alternative Proposal” – As defined in Section 4.3(r). “Applicable CRO Holdback Amount” — As defined in the Joint Issues and Reverse Earn Out Payment Agreement. “ASPE” means Accounting Standards for Private Enterprises. “Assumed Employee Liabilities” means any and all of the following: (i) Liabilities assumed by the Purchaser pursuant to accepted offers of employment made pursuant to Article XII or pursuant to the Key Employment Agreements; and (ii) Liabilities of Seller with respect to the Employees and New Employees reflected on the Final Closing Balance Sheet settled pursuant to Section 5.3 of the Joint Issues and Reverse Earn Out Payment Agreement, but only to the extent of the monetary amount of such Liabilities so reflected and included in the determination of the Net Working Capital. “Assumed Liabilities” - As defined in Section 1.4(a). “Auditor’s Allocation Determination” – As defined in Section 1.7(b). “Xxxx of Sale and Assignment Agreement” - As defined in Section 3.2(a). “Business” has the meaning set forth in the recitals. “Business Day” means any day other than a Saturday or Sunday or other day on which banks in Toronto, Ontario or Chicago, Illinois are authorized or required to be closed.

Allocation Dispute Notice as defined in Section 10.3(f)(iii).

Allocation Dispute Notice has the meaning set forth in Section 5.1(b).

Allocation Dispute Notice shall have the meaning ascribed to such term in Section 6.1(b) hereof. "Alternative Financing" shall have the meaning ascribed to such term in Section 5.10 hereof. "Alternative Transaction" shall have the meaning ascribed to such term in Section 5.13(a) hereof. "Ancillary Agreements" shall have the meaning ascribed to such term in Section 2.4(c) hereof. "Anti-Kickback Law" shall have the meaning ascribed to such term in Section 3.18(a) hereof. "Applicable Buyer Plan" shall have the meaning ascribed to such term in Section 6.2(b) hereof. "Audited Financial Statements" shall have the meaning ascribed to such term in Section 3.7(a) hereof. "Backup Guaranty" shall have the meaning ascribed to such term in Section 2.5 hereof.

Allocation Dispute Notice shall have the meaning set forth in Section 2.6(b)(ii). “Asset Allocation Acceptance Notice” shall have the meaning set forth in Section 2.6(b)(iv). “Asset Allocation Dispute Notice” shall have the meaning set forth in Section 2.6(b)(iv). “Asset Employees” shall have the meaning set forth in Section 5.2(a)(i). “Asset Sellers” shall have the meaning set forth in the recitals of this Agreement. “Assumed Benefit Plan” shall mean each Benefit Plan that is sponsored by the Acquired Company, each such Benefit Plan to be specifically identified as such on Schedule 3.1(p)(i). “Assumed Liabilities” shall mean the following Liabilities (in each case only to the extent that such Liabilities are not Excluded Liabilities as listed in clauses (i)-(xii) of the definition of Excluded Liabilities): (i) all intercompany Liabilities arising from the purchase or sale of products or services by an Asset Seller or the Acquired Company in the ordinary course of business and set forth on Schedule 11.18(a); (ii) all Liabilities arising from or related to Buyer’s and its Affiliates’ ownership or operation of the Acquired Business as of and following the Closing (including to the extent resulting in a Tax liability on the part of any Asset Seller); (iii) all Liabilities for which Buyer is expressly liable pursuant to Section 5.1 or Section 5.2; (iv) all Liabilities of the Acquired Business as reflected on the Closing Date Balance Sheet; and (v) all Liabilities to be paid or performed after the Closing Date under (i) the Material Contracts, (ii) the Contracts of the Acquired Company not required by the terms