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

• Each of LCMC and Newco, on the one hand, and the District on the other hand, upon any such election, shall as promptly as practicable engage its own Financial Advisor to represent it with respect to the Balance Sheet Dispute.

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

• If they are unable to resolve the Balance Sheet Dispute within thirty (30) days of the delivery of the Balance Sheet Objection Response, then the Chairman of the Board of Directors of LCMC and the District representative shall promptly meet (in person, by telephone or otherwise) and attempt in good faith to resolve the Balance Sheet Dispute.

• The Financial Advisors shall be instructed to use every reasonable effort to perform their services within thirty (30) days after submission of the Balance Sheet Dispute to them and, in any case, as soon as practicable after such submission.

• In the event that the Financial Advisors reach actual agreement (or agreement within ten percent (10%)) on resolution of the Balance Sheet Dispute, LCMC and Newco, on the one hand, and the District, on the other hand, shall abide by the decision of the Financial Advisors (or equally split any difference less than ten percent (10%) between their calculations).

• In the event that Seller does not provide a Balance Sheet Dispute Notice by the end of the Seller Review Period, Seller shall be deemed to have accepted theClosing Statement and the calculation of the Closing Date Working Capital delivered by Buyer, which shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse against Seller under any provision hereof, including A rticle IX hereof.

• The Second opportunity was the warranty provisions of the Share Sale Deed under clause 15 Warranties and clause 16 Limitations of Liability.30However, [the] 20 April 2009…“Sale Deed--‐Draft Completion Balance Sheet Dispute Notice”…references Clause 10 of the Share Sale Deed.

• Closing Balance Sheet DisputeThe Closing Balance Sheet Dispute, unlike the Earn Out Claims Plaintiffs have alleged, falls entirely within the scope of the arbitration clause in section 2.4(f).

• From the Motions and Responses, the Court understands the Closing Balance Sheet Dispute to be a disagreement between Plaintiffs and Defendant over the determination of the amount or the computation of Plaintiffs’ equity in Accu-Bite.

• In the event any Balance Sheet Dispute Notice is timely delivered, Buyer and Seller, in conjunction with their respective independent accounting firms, shall use their commercially reasonable efforts for a period of thirty (30) days from the date of first delivery of the Balance Sheet Dispute Notice (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of Closing Date Working Capital.

More Definitions of Balance Sheet Dispute

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...

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).