Examples of Disputed Adjustment in a sentence
In the event that an Adjustment or the Board’s failure to make an Adjustment is disputed (each, a “Disputed Adjustment Matter”), such Disputed Adjustment Matter shall be resolved through the Appraisal Procedure mutatis mutandis.
In the event that either a Controlling Party or an Interested Party has given the other party written notice as required in Section 9.6(c) hereof that it is seeking a determination by an Independent Third Party pursuant to this Section 9.7 with respect to any Disputed Adjustment identified in an Interested Party Notice, then the parties shall, within ten (10) days after a party has received such notice, jointly select an Independent Third Party to make such determination.
During the ninety (90) day period immediately following the Controlling Party's receipt of the Interested Party Notice described in Section 9.6(b) above, the Controlling Party and the Interested Party shall, in good faith, confer with each other to resolve any disagreement over each Disputed Adjustment specifically identified in the Interested Party Notice.
In making its determination as to the propriety of any Disputed Adjustment, the Independent Third Party selected pursuant to section 11.7(a) above shall assume that the Interested Party is not required or entitled under applicable law to be a member of any consolidated return.
Buyer will make readily available to Sellers’ Representative and its Representatives all relevant books and records relating to such worksheet and its calculation of Net Working Capital and all other items reasonably requested by Sellers’ Representative or its Representatives in connection with resolving the Disputed Adjustment Items.
Each of Sellers’ Representative and Buyer will provide the Independent Accountant and the other Party with a statement of its position as to the amount for each Disputed Adjustment Item within fifteen (15) days from the date of the referral to the Independent Accountant.
In making such determination, the Accounting Referee will consider only the items or amounts in dispute (and any other items or amounts relating thereto), and the determination of each Disputed Adjustment's value, as so computed, will not, in any event, be less than zero or greater than the amount of such Disputed Adjustment.
The Independent Accountants shall only decide the specific items under dispute by the Parties and their decision for each Disputed Adjustment Amount must be within the range of values assigned to each such item in the Preliminary Closing Statement and the Statement of Adjustment Objections, respectively.
Notwithstanding any disbursements of the Disputed Adjustment Amount in accordance with Section 3.7, any difference in (a) the sum of (i) the Adjusted Purchase Price as paid at Closing pursuant to the Preliminary Settlement Statement plus (ii) the Holdback Amount, plus (iii) the amount of all Disputed Adjustment Amounts less (b) the Final Price shall be paid by the owing Party within ten (10) days of final determination of such owed amounts in accordance herewith to the owed Party.
If the Disputed Adjustment Amount is $150,000 or less it shall be disregarded and the Adjustment Amount paid in accordance with Section 2.5(b).