Balance Sheet Dispute definition

Balance Sheet Dispute has the meaning set forth in Section 2.4(f)(i).

Balance Sheet Dispute has the meaning set forth in Section 2(e)(vii)

Balance Sheet Dispute is defined in Section 2.05;

Examples of Balance Sheet Dispute in a sentence

• The Independent Accountant shall (i) act in its capacity as an expert and not as an arbitrator, (ii) limit its review to such items and calculations as were addressed in the Balance Sheet Dispute Notice that have not been resolved by the parties and any factual or mathematical errors contained in the information provided to or by Buyer and (iii) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision.

• If within thirty (30) days after delivery of a Balance Sheet Dispute Notice, Purchaser and the Shareholder Representative are unable to resolve the matter, either of them may thereafter notify in writing the Independent Accountant, who shall adjudicate those issues still in dispute with respect to the proposed closing balance sheet and calculation of the Working Capital Adjustment and whose decision on the matter shall be binding on the parties.

• The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) days after submission of the Balance Sheet Dispute to it and, in any case, as soon as practicable after such submission.

• Upon timely delivery of the Balance Sheet Dispute Notice, the Purchaser and the Shareholder Representative agree to confer with regard to the matter and an appropriate adjustment to the proposed closing balance sheet and the Proposed Working Capital Adjustment shall be made to the extent agreed upon by Purchaser and the Shareholder Representative.

• In the event that Stockholder delivers a Balance Sheet Dispute Notice in accordance with the provisions above and Stockholder and Buyer are able to resolve such dispute by mutual agreement, the Post-Closing Balance Sheet, together with the calculation of the Net Working Capital, to the extent modified by the mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement.

• This document was titled “Sale Deed-­‐Draft Completion Balance Sheet Dispute Notice”.

• The parties shall, in good faith, attempt to resolve any Estimated Closing Date Balance Sheet Dispute for a period of five (5) days (the “Dispute Period”).

• Upon its completion but, in any event no later than the expiration of the thirty (30) calendar day period referenced above (the “Closing Balance Sheet Dispute Deadline”), Seller shall notify Purchaser in writing of objections to the Updated Closing Balance Sheet, if any, and setting forth a reasonably detailed explanation of the objections and the dollar amount related to each such objection (the “Closing Balance Sheet Dispute Notice”).

• If Seller does not deliver a Closing Balance Sheet Dispute Notice on or prior to the Closing Balance Sheet Dispute Deadline, the Updated Closing Balance Sheet is deemed irrevocably accepted by Seller and automatically becomes final (the “Final Closing Balance Sheet”).

• The "Audited Base Net Value" shall hereinafter refer to the net book value of the Transferred Assets less the Assumed Liabilities (i) as audited by such firm of independent certified public accountants in the event of an 1998 Balance Sheet Dispute or (ii) otherwise reflected on the Audited 1998 Balance Sheet.

More Definitions of Balance Sheet Dispute

Balance Sheet Dispute has the meaning ascribed thereto in Section 2.1(c) of this Agreement;

Balance Sheet Dispute has the meaning set forth in Section 3.3(e)(i).

Balance Sheet Dispute has the meaning set forth in Section 2.4(f)(i). (k) “Balance Sheet Objection” has the meaning set forth in Section 2.4(d). (l) “Business” has the meaning set forth in the recitals of this Agreement. (m) “Business Combination” is defined in Section 8.18(u). (n) “Business Day” means any day except a Saturday, Sunday or other date on which banking institutions located in the State of New York are authorized by Law or Order to close. (o) “Buyer” has the meaning set forth in the preamble of this Agreement. (p) “Buyer Indemnified Parties” has the meaning set forth in Section 6.1. (q) “Buyer Material Adverse Effect” means any event that would prevent, materially impair or materially delay the consummation of the transactions contemplated by this Agreement by the Buyer. (r) “Buyer Plans” has the meaning set forth in Section 5.7(b). (s) “Cash” means cash and cash equivalents, certificates of deposit, marketable securities and investment accounts as of the date of determination, whether or not kept “on site” or held in deposit, checking, savings, brokerage or other accounts of or in any safety deposit box or other storage device (i) less the amounts of any unpaid checks, drafts and wire transfers issued on or prior to the date of determination, and (ii) plus the amounts of any checks, drafts and wire transfers received by the Company but not yet deposited as of the date of determination, to the extent the corresponding account(s) receivable has been adjusted accordingly. (t) “Change of Control” means (i) the acquisition by any “Person” or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), in a single transaction or in a related series of transactions (other than an offering of Buyer’s securities to the general public through a registration statement filed with the Securities and Exchange Commission), by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, greater than 50% of the total voting power of the securities of Buyer or any direct or indirect parent thereof outstanding immediately after such acquisition; (ii) consummation of a reorganization, merger or consolidation of Buyer or any direct or indirect parent thereof with any Person other than an affiliate of Buyer (a “Business Combination”), in each case, in which the shareholders of Buyer or s...