Final Consideration Adjustment Amount definition
Examples of Final Consideration Adjustment Amount in a sentence
The Parties agree that the procedures set forth in this Section 2.4 shall be the sole and exclusive method for resolving disputes regarding the determination of the Final Consideration Adjustment Amount.
The Partnership and the Contributing Parties shall use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute within thirty (30) days after the date on which the Accounting Firm receives the calculations of the Final Consideration Adjustment Amount submitted by the Partnership and the Contributing Parties.
The Accounting Firm shall consider only those items and amounts in the Partnership’s and the Contributing Parties’ respective calculations of the Final Consideration Adjustment Amount that are identified as Disputed Items.
If the Partnership so notifies the Contributing Parties of its objections to the Contributing Parties’ calculation of the Final Consideration Adjustment Amount within the Objection Period, the Partnership on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee and the Contributing Parties shall, within thirty (30) days following such notice (the “Resolution Period”), attempt to resolve the Disputed Items.
Any items in the Contributing Parties’ calculation of the Final Consideration Adjustment Amount to which the Partnership has not given notice of objection within the Objection Period will be deemed to have been agreed upon by the Parties.
In such event, each of the Partnership, on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee, and the Contributing Parties shall submit to the Accounting Firm its calculation of the Final Consideration Adjustment Amount together with detailed supporting documentation as it deems appropriate.
For purposes of final determination of the Final Consideration Adjustment Amount and payment thereof pursuant to Section 2.4(d), the Canadian dollar amount shall be converted to a United States dollar amount at the exchange rate as of the Closing Date.