Disputed Elements definition

Disputed Elements is defined in Section 2.10(b).
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Examples of Disputed Elements in a sentence

  • The Accountant Expert may not and will not have authority or jurisdiction to resolve or decide any matter or dispute other than, as provided in and in accordance with this Section 2.10, resolving the Dispute by determining whether and to what extent, if any, the calculations set forth in the Closing Statement, including the calculation of the Merger Consideration, delivered by Purchaser pursuant to Section 2.9 requires adjustment with respect to any Disputed Elements.

  • The Accountant Expert may not conduct any independent investigation or review concerning the Disputed Elements or any other matter.

  • The Arbitrating Accountant shall make a binding determination regarding each remaining Disputed Element submitted to it and the effect of each such determination on the Earn-Out Payment Calculation as soon as possible but in no event more than forty-five (45) days after such Disputed Elements are submitted to the Arbitrating Accountant.

  • If the Disputed Elements have not been resolved through such efforts within twenty (20) days after the notice to Purchaser setting out the Disputed Elements, any remaining Disputed Elements shall be submitted to an internationally recognized accounting firm mutually agreed by the Seller Representative and Purchaser (the “Arbitrating Accountant”).

  • The Earn-Out Payment Calculation as modified by the agreement of Purchaser and the Seller Representative with respect to any Disputed Elements, and the decision of the Arbitrating Accountant regarding any remaining Disputed Elements submitted to it, shall be final and binding on all parties thereto, absent fraud or manifest error.

  • Subject to Section 10.14, Purchaser shall provide or cause to be provided to the Seller Representative and its attorneys, accountants and other agents reasonable access (including electronic access, to the extent available), during normal business hours, to the applicable books, records, properties and personnel of Purchaser, the Company and the Company’s Subsidiaries for purposes of (i) evaluating the information in the Earn-Out Payment Calculation and (ii) preparing any notice of Disputed Elements.

  • The Seller Representative and Purchaser shall then meet and in good faith use reasonable efforts to resolve the Disputed Elements.

  • If the Disputed Elements are satisfactorily resolved through such efforts, the Earn-Out Payment Calculation, with such modifications which the Seller Representative and Purchaser shall have agreed in writing, shall be final and binding on all parties.

Related to Disputed Elements

  • Disputed Item has the meaning set forth in Section 2.04(b).

  • Disputed Items has the meaning specified in Section 2.7(c).

  • Disputed Claims Reserve means a reserve of Cash that may be funded on or after the Effective Date pursuant to Article VII.E hereof.

  • Disputed means, with respect to any Claim or Interest, any Claim or Interest that is not yet Allowed.

  • Disputed Amounts has the meaning set forth in Section 2.04(c)(iii).

  • Water body means surface waters including rivers, streams, lakes, marine waters, estuaries and wetlands.

  • Pre-commissioning means the testing, checking, and any other required activity that may be specified in the Technical Requirements that are to be carried out by the Supplier in preparation for Commissioning of the System as provided in GCC Clause 26 (Installation).

  • Water Connection means the point where a water service line attaches to a water main, thereby allowing water to flow from the City’s water system to an individual customer.

  • Disagreement means a difference of opinion between personnel of a reporting issuer responsible for finalizing the reporting issuer’s financial statements and the personnel of a predecessor auditor responsible for authorizing the issuance of audit reports on the reporting issuer’s financial statements or authorizing the communication of the results of the auditor’s review of the reporting issuer’s interim financial report, if the difference of opinion

  • Water Service Connection means the pipes and fixtures used for the purpose of supplying any premises in the Municipality with water from the Corporation’s water works that is located between the Corporation’s watermain in the street and the street property line abutting the premises so supplied.

  • Initial determination means the first child custody determination concerning a particular child.

  • Disputed Claim means any Claim that is not Allowed.

  • Project Commissioning means the Project will be considered as commissioned if all equipment as per rated project capacity has been installed and energy has flown into grid, in line with the Commissioning procedures defined in the RfS/PPA.

  • Water Surface Elevation (WSE means the height, in relation to NAVD 1988, of floods of various magnitudes and frequencies in the floodplains of riverine areas.

  • Disputed Amount means an amount which Customer disputes. A Disputed Amount may relate to the whole or part of an invoice(s).

  • Water surface elevation means the height, in relation to the National Geodetic Vertical Datum (NGVD) of 1929, the North American Vertical Datum (NAVD) of 1988, or other datum, where specified, of floods of various magnitudes and frequencies in the floodplains of riverine areas.

  • Sewer connection means the connection of a structure or project to a public sewer system.

  • Settlement Cycle means the period of Clearance System Business Days following a transaction on the Relevant Exchange in the Underlying, during which period settlement will customarily take place according to the rules of such Relevant Exchange.

  • Project area budget means a multiyear projection of annual or cumulative

  • Project Common Areas as used in this Lease, shall mean the portion of the Project designated as such in the Site Plan. The Project Common Areas shall consist of all parking facilities, entrances and exits, driveways, exterior walkways, first-class landscaped and hardscaped areas which are generally consistent with the quality of landscaped and hardscaped areas of Comparable Buildings in existence as of the date of this Lease, open space areas and plazas on the real property comprising the Project. The term "BUILDING COMMON AREAS," as used in this Lease, shall mean the portions of the Common Areas located within any building in the Project not entirely leased by Tenant, which Building Common Areas shall be reasonably designated as such by Landlord. Notwithstanding the foregoing and subject to (i) Landlord's approval, which approval (as indicated in Section 29.4 below) shall not be unreasonably withheld or delayed, (ii) the CC&R's, and (iii) all terms of this Lease regarding Hazardous Materials, Tenant may install or locate such items as benches, patio tables, bike racks, above-ground generators, security cameras and the like (collectively, "MISCELLANEOUS COMMON AREA ITEMS") at Tenant's sole cost in the Common Areas or on the exterior of the Building, as applicable, provided that Tenant removes such items upon the expiration or earlier termination of this Lease and repairs any damage to the Common Areas or the exterior of the Building (as applicable) resulting from such removal. If Tenant fails to remove any Miscellaneous Common Area Item or to repair any damage resulting from such removal upon the expiration or earlier termination of this Lease, Landlord may do so and may charge Landlord's actual cost thereof to Tenant. The manner in which the Common Areas are maintained and operated shall be in accordance with a standard which is not less than that customarily followed in the operation and maintenance of first class mid-rise office buildings located within the University Towne Center (i.e., the area from two (2) blocks to the North of La Jolla Village Drive to two (2) blocks to the South of La Jolla Village Drive between the I-5 and I-805 freeways), Del Mar, Carmel Valley and Torrey Hills geographical areas, provided that Landlord shall manage, maintain and operate the same in a manner consistent with that of Comparable Buildings, and the use thereof shall be subject to such rules and regulations as Landlord reasonably may make from time to time. As used herein, "COMPARABLE BUILDINGS" shall mean the first class mid-rise office buildings (now existing or subsequently constructed) within the projects located within the University Towne Center, Del Mar, Carmel Valley and Torrey Hills geographical areas and having substantially similar characteristics to the Building pertaining to size, age, accessibility, design, quality, amenities and tenancies. Landlord reserves the right to make alterations or additions to, or to change the location of, elements of the Project and the Common Areas, provided that if any such changes might affect Tenant's use of the Premises (in other than an immaterial manner), Landlord obtains Tenant's prior written approval of any such alterations, additions and changes and such alterations, additions and changes do not unreasonably interfere with Tenant's access to the Premises. Except when and where Tenant's right of access is specifically excluded in this Lease, Tenant shall have the right of access to the Building and the parking facilities twenty-four (24) hours per day, seven (7) days per week during the Lease Term. PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]

  • Contested Election means any election of Directors in which the number of persons nominated for election as Directors in accordance with Section 7 of Article I exceeds the number of Directors to be elected, with the determination that any election of Directors is a Contested Election to be made by the Secretary or other officer of the Fund prior to the time the Fund mails its initial proxy statement in connection with such election of Directors. If, prior to the time the Fund mails its initial proxy statement in connection with such election of Directors, one or more persons nominated for election as a Director are withdrawn such that the number of persons nominated for election as Director no longer exceeds the number of Directors to be elected, such election shall not be considered a Contested Election.

  • Unresolved Claims has the meaning set forth in Section 7.6(c).

  • Final Determination means a determination within the meaning of Section 1313 of the Code or any similar provision of state or local Tax Law.

  • Expert Determination has the meaning given to it in Clause 18.3(a) (Expert Determination).

  • Water Line The water line is the single lateral water service line from the point of the water utility’s connection to the point of the water meter or main shut off line inside the home. The water line also includes well water lines, excluding those exceeding five feet under the surface level of the yard.

  • Final Approval Hearing means the hearing before the Court where the Parties will request the Final Judgment to be entered by the Court approving the Settlement Agreement, the Fee Award, and the incentive award to the Class Representative.