Examples of Interim Period Adjustment in a sentence
In the event any such notice of disagreement is timely provided by Seller, the Company and Seller shall use their reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses, the Actual U.K. Funding Amount or the Net Interim Period Adjustment Amount (or any element thereof).
If, during such period, Enterprise Partners, Tejas and Tejas Energy are unable to reach such agreement, they shall promptly thereafter retain independent accountants (a "big 5" accounting firm other than Deloitte & Touche LLP and PricewaterhouseCoopers LLP) to promptly review this Agreement and the disputed amounts for the purpose of calculating the final Interim Period Adjustment.
As promptly as practicable, but no later than November 15, 1999, Enterprise Partners (with the assistance of Tejas and Tejas Energy to the extent requested by Enterprise Partners) will cause to be prepared and delivered to Tejas a certificate setting forth Enterprise Partners' calculation of the Interim Period Adjustment as determined in accordance with the procedures set forth in Schedule 2.07 hereto (the "Interim Period Adjustment").
The Seller shall provide the Purchaser with a written statement of the amount of the Dollar and Sterling balances resulting from the calculation of the Base Consideration and the Interim Period Adjustment (together with an amount equivalent to interest on the Interim Period Adjustment pursuant to Clause 3.13.2), giving an estimate of all Adjustments which are expected to be required to be paid hereunder in respect of the Interests as at the Completion Date (the “Interim Completion Statement”).
If Tejas or Tejas Energy disagrees with Enterprise Partners' calculation of the Interim Period Adjustment, Tejas may, within 20 days after delivery of such calculation, deliver a notice to Enterprise Partners disagreeing with Enterprise Partners' calculation of the Interim Period Adjustment and setting forth Tejas' calculation of the Interim Period Adjustment.
On or before the fifteenth day following its receipt of the Interim Period Statement, Buyer shall notify Seller in writing if it disagrees (stating in detail the nature of any disagreement) with the manner in which the Interim Period Statement has been prepared or the amount of the Interim Period Adjustment reflected in the Interim Period Statement.
If a notice of disagreement shall be duly delivered pursuant to paragraph (c), Enterprise Partners, Tejas and Tejas Energy shall, during the 30 days following such delivery, use their reasonable efforts to reach agreement on the amounts in order to determine the final Interim Period Adjustment.
If the final Interim Period Adjustment is a positive number, then such amount will be paid by Tejas or Tejas Energy to Enterprise Partners within ten days following calculation of the final Interim Period Adjustment and if the final Interim Period Adjustment is a negative number, then such amount will be paid by Enterprise Partners to Tejas or Tejas Energy within ten days following calculation of the final Interim Period Adjustment.