Final Adjustment Report Date definition

Final Adjustment Report Date means the date designated as such in Section 2.3(a).
Sample 1Sample 2Sample 3
Final Adjustment Report Date. If the Seller Representative, by written notice to the Buyer Representative before the close of business on such 30th day, objects to any aspect of the Preliminary Adjustment Report, then those aspects as to which the objection was made (the “Seller Objection”) shall not become binding. The Buyer Representative and the Seller Representative shall discuss such objection in good faith and, if they reach written agreement amending the Preliminary Adjustment Report within thirty (30) days after delivery of the Preliminary Adjustment Report by the Buyer Representative, the Preliminary Adjustment Report, as amended by such written agreement, shall become binding upon the Buyer Representative, the Sellers and the Seller Representative, and shall be the Final Adjustment Report, and the date of such written agreement shall be the Final Adjustment Report Date. If the Buyer Representative and the Seller Representative do not reach such written agreement within thirty (30) days after the Seller Representative gives such notice of objection, those aspects as to which such objection was made shall be submitted for arbitration to a big four accounting firm acceptable to the Seller Representative and the Buyer Representative (the “Accounting Firm”) (whose fees shall be borne by IPO Corp.), which shall arbitrate the dispute and submit a written statement of its adjudication, which statement, when delivered to the Buyer Representative and to the Seller Representative, shall become final and binding upon the Buyer Representative, the Sellers and the Seller Representative, and shall, together with those aspects of the Preliminary Adjustment Report as to which no objection was made, be the Final Adjustment Report. In such case, the date on which such statement is delivered to the Buyer Representative and to the Seller Representative shall be the Final Adjustment Report Date. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the amounts set forth in the Seller Objection or on the line items on the Closing Balance Sheet used to calculate the Closing Debt Amount were obtained from and in accordance with the books and records of the Company and are in accordance with the Accounting Principles and, to the extent not inconsistent with the Accounting Principles, GAAP applied on a basis consistent with prior periods, and whether there were errors of fact or mathematical errors in the Final Adjustment Report (which errors shall be resolved by the Acc...
Sample 1Sample 2
Final Adjustment Report Date. The Buyer and GP shall direct the Accounting Firm to complete its arbitration within forty-five days, or any longer period as agreed to by the Buyer and GP. The Accounting Firm shall allocate its costs and expenses between Newco and GP based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. In acting hereunder, the Accounting Firm shall be entitled to the privileges and immunities of arbitrators.
Sample 1Sample 2

Examples of Final Adjustment Report Date in a sentence

  • Unless Amari provides written notice to Parent and Subsidiary of an objection to any aspect of the Preliminary Adjustment Report before the close of business on the first business day that is fourteen (14) calendar days after Amari's receipt thereof, the Preliminary Adjustment Report shall then become binding upon the Amari, and shall be the "Final Adjustment Report", and such business day shall be the "Final Adjustment Report Date".

  • In such case, the second business day after the date on which such statement is delivered to Amari, Subsidiary and Parent shall be the "Final Adjustment Report Date".

  • Unless Seller provides specific written notice to Purchaser of an objection to any aspect of the Preliminary Adjustment Report before the close of business on the thirtieth day after Seller's receipt thereof, the Preliminary Adjustment Report shall then become binding upon Purchaser and Seller, and shall be the "Final Adjustment Report", and such day shall be the "Final Adjustment Report Date".

  • In such case, the second Business Day after the date on which such statement is delivered to Purchaser and to Seller shall be the "Final Adjustment Report Date".


More Definitions of Final Adjustment Report Date

Final Adjustment Report Date shall have the meaning set forth in Section 2.4(a) hereto.
Sample 1
Final Adjustment Report Date. In connection with the review of the Preliminary Adjustment Report, each of GP and the Buyer shall cooperate and grant to the other’s respective advisors and accountants reasonable access to such papers and documents as each may reasonably request as part of the review of the Preliminary Adjustment Report. In the event that either party is unable to provide any information, papers or documents within five days after a request by the other, the time for Buyer to respond to the Preliminary Adjustment Report shall be extended one business day for each additional day required for the other party to respond to such request (unless waived by the party requesting such information, papers or documents). If the Buyer, by written notice to GP before the close of business on such business day after any such extension, objects to any aspect of the Preliminary Adjustment Report, then those aspects as to which the objection was made shall not become binding, the Buyer and GP shall discuss such objection in good faith and, if they reach written agreement amending the Preliminary
Sample 1

Related to Final Adjustment Report Date

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Monthly Report Determination Date The meaning specified in Section 10.7(a).

  • Initial Adjustment Date As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

  • True-Up Adjustment means any Semi-Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Report Date means the third Business Day before the related Distribution Date.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Informal adjustment means an agreement reached among the parties, with consultation, but not the consent, of the victim of the crime or other persons specified in KRS 610.070 if the victim chooses not to or is unable to participate, after a petition has been filed, which is approved by the court, that the best interest of the child would be served without formal adjudication and disposition;

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Payment Date Statement means a report prepared by the Administrator setting forth certain information relating to the Reference Pool, the Notes, the Reference Tranches and the hypothetical structure described in the Offering Memorandum, which will be in such form as is required under the Offering Memorandum and otherwise as agreed upon between the Administrator and the Indenture Trustee.

  • Adjustment Payment shall have the meaning specified in Section 3.09(a).

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Contract Adjustment Payments means amounts payable by the Company on each Contract Adjustment Payment Date in respect of each Purchase Contract, at a rate per year of 2.725% on the Stated Amount per Purchase Contract.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Adjustment Escrow Amount means $1,000,000.