Examples of Balance Sheet Dispute Notice 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.
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.
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”).
Notwithstanding anything in this Agreement to the contrary, the Arbitrator may not, in making its determination pursuant to this Section 2.4(b)(iv), determine that the amount of a line item is outside of the range established for the particular line item in the Closing Balance Sheet Dispute Notice and the Updated Closing Balance Sheet.
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 the Closing Balance Sheet, the Closing Statement and the calculation of the Closing Date Working Capital delivered by Buyer and Parent, which shall thereupon be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse against Seller under any provision of this Agreement, including Article 9.
The Balance Sheet Dispute Notice must set out, with reasonable specificity, the reasons for the Balance Sheet Dispute, the amount in dispute, and reasonable details of the calculation of those amounts.
If the duly authorized representatives of Buyer, Seller and Seller’s Accountant are unable to reach a resolution on any disputed amounts within thirty (30) days after the delivery of the Closing Balance Sheet Dispute Notice, the Parties shall submit their respective determinations and calculations and the items remaining in dispute for resolution to an independent accounting firm of international reputation mutually acceptable to Buyer and Seller (the “Independent Accounting Firm”).
Within ten (10) Business Days of Parent's receipt of such balance sheet, Parent may give written notice to the Shareholders that it disputes such balance sheet and the reasons therefor (the "Balance Sheet Dispute Notice"); provided, however, that if Parent does not deliver a Balance Sheet Dispute Notice by such date, Parent will be deemed to have accepted such balance sheet.