Closing Statement Arbitrator definition

Closing Statement Arbitrator is defined in Section 3.4.

Closing Statement Arbitrator is defined in Section 2.7(b).

Closing Statement Arbitrator means such nationally recognized independent registered public accounting firm may be agreed upon by Buyer and Seller in writing.

Examples of Closing Statement Arbitrator in a sentence

• The Closing Statement Arbitrator shall consider only those items or amounts in the Closing Statement which were identified in the Notice of Disagreement and which remain in dispute and the Closing Statement Arbitrator’s decision resolving the matters in dispute shall be based upon and be consistent with the terms and conditions in this Agreement.

• If a Notice of Disagreement is received by Seller in a timely manner, then the Closing Statement (as revised in accordance with paragraph (b) or (c) below) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date upon which the Final Closing Statement is issued by the Closing Statement Arbitrator.

• The hearing will be scheduled seven (7) days following submission of the settlement briefs, or as soon thereafter as is acceptable to the Closing Statement Arbitrator, and shall be conducted on a confidential basis.

• The Closing Statement Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) promptly after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration.

• The hearing date will be scheduled by the Closing Statement Arbitrator as soon as reasonably practicable, and shall be conducted on a confidential basis.

• If at the end of such thirty (30) day period (or earlier by mutual agreement to arbitrate), Buyer and Seller have not reached agreement on such matters, the matters that remain in dispute may be submitted to an arbitrator (the "Closing Statement Arbitrator") by either Party for review and resolution.

• The decision of the Closing Statement Arbitrator shall be final and binding on the Parties.

• The Closing Statement Arbitrator shall provide to the Parties explanations in writing of the reasons for its decisions regarding the adjusted Adjustment Amount and shall issue a Closing Statement reflecting such decision.

• In deciding any matter, the Closing Statement Arbitrator (i) shall be bound by the provisions of this Section 3.6 and the related definitions and (ii) may not assign a value to any disputed item greater than the greatest value for such item claimed by either Seller or Buyer or less than the smallest value for such item claimed by Seller or Buyer in their respective calculations delivered pursuant to Section 3.6(a).

• Each Party shall, not later than seven days prior to the hearing date set by the Closing Statement Arbitrator, submit a brief with dollar figures for settlement of the disputes as to the amount of the Adjusted Purchase Price (together with a proposed Closing Statement that reflects such figures).

More Definitions of Closing Statement Arbitrator

Closing Statement Arbitrator is defined in Section 15(a).

Closing Statement Arbitrator is defined in Section 2.9 (b). “Code” means the Internal Revenue Code of 1986, as amended. “Company” is defined in the recital of this Agreement.

Closing Statement Arbitrator means PriceWaterhouseCoopers LLP, or if PriceWaterhouseCoopers LLP declines to act in such capacity, any other accounting firm of national repute mutually acceptable to the Buyer and Sellers holding a Majority in Interest, or if such parties cannot mutually agree on a Closing Statement Arbitrator, an accounting firm of national repute mutually selected by (i) an accounting firm of national repute selected by Buyer and (ii) an accounting firm of national repute selected by Sellers holding a Majority in Interest.