Notice of Purchase Price Adjustment Disagreement definition

Notice of Purchase Price Adjustment Disagreement shall have the meaning set forth in Section 2.07(i).
Sample 1Sample 2
Notice of Purchase Price Adjustment Disagreement has the meaning set forth in Section 2.4(d).
Sample 1Sample 2Sample 3

Examples of Notice of Purchase Price Adjustment Disagreement in a sentence

  • For the avoidance of doubt, the Independent Accountant shall not review any line items or make any determination with respect to any matter other than those matters in the Notice of Purchase Price Adjustment Disagreement that remain in dispute.

  • The Notice of Purchase Price Adjustment Disagreement shall set forth in reasonable detail the basis for such disagreement, the amounts involved and Purchaser’s determination of the amount of the Estimated Purchase Price with reasonably detailed supporting documentation.

  • If no Notice of Purchase Price Adjustment Disagreement is received by Buyer on or prior to the expiration date of the Purchase Price Adjustment Review Period, then the Initial Statement, the Initial Working Capital and the Initial Notes Balance set forth in the Initial Statement shall be deemed to have been accepted by the Sellers and U.S. General Partner and shall become final and binding upon the Sellers, Buyer and U.S. General Partner in accordance with the last sentence of Section 2.4(f).

  • The Sellers’ Representative and Buyer shall furnish the Independent Accountant with a statement setting forth the items from the Notice of Purchase Price Adjustment Disagreement that are still in dispute (the “Independent Accountant Dispute Notice”).

  • The Notice of Purchase Price Adjustment Disagreement shall set forth in reasonable detail the basis for such disagreement and the amounts involved.

  • If no Notice of Purchase Price Adjustment Disagreement is delivered to the Acquiror on or prior to the expiration date of the Purchase Price Adjustment Review Period, then the Acquiror’s Estimated Purchase Price Adjustment Amount set forth in the Acquiror’s Purchase Price Adjustment Certificate shall be deemed to have been accepted by the Parent and shall become final and binding upon the Parent and the Acquiror in accordance with the last sentence of Section 2.05(f).

  • The Notice of Purchase Price Adjustment Disagreement shall set forth in reasonable detail the basis for such disagreement, the disputed amounts involved (the “Disputed Amounts”) and Seller’s determination of the amount of Working Capital, Closing Indebtedness and Transaction Expenses, in each case, as of the Measurement Time, with reasonably detailed supporting documentation.

  • For the avoidance of doubt, the Independent Accountant shall not review any line items or make any determination with respect to any matter other than those matters specified in the Notice of Purchase Price Adjustment Disagreement as remaining in dispute.

  • With respect to each disputed line item, such determination, if not in accordance with the position of either the Parent or the Acquiror, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Parent in the Notice of Purchase Price Adjustment Disagreement or the Acquiror in the Acquiror’s Purchase Price Adjustment Certificate with respect to such disputed line item.

  • She confirmed that she had circulated all of the relevant correspondence to members and it was agreed that the JPC would not consider contributing.

Related to Notice of Purchase Price Adjustment Disagreement

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

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

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

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

  • Adjustment Notice has the meaning provided such term in Section 2.3(b).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

  • Final Notice of Purchase means, in connection with an Optional Tender or a Mandatory Tender, a Notice of Purchase delivered by the Tender and Paying Agent to the Liquidity Provider (or directly to the Liquidity Provider by Beneficial Owners or their Agent Members, in the case of an Optional Tender, or Holders, in the case of a Mandatory Tender, if there is no Tender and Paying Agent or for any reason the Tender and Paying Agent does not perform its obligations) on the Purchase Date indicating the number of VRDP Shares to be purchased on such date pursuant to the Purchase Obligation, or, in connection with a Mandatory Purchase, the Mandatory Purchase Notice delivered by the Fund or the Tender and Paying Agent on behalf of the Fund.

  • Notice of Purchase means, as the context requires, a Preliminary Notice of Purchase or a Final Notice of Purchase, in each case, substantially in the form attached as Exhibit A to the VRDP Shares Purchase Agreement.

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

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

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Adjustment Payment means, in respect of any Security, the payment (if any) determined by the Determination Agent as is required in order to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value to or from the Issuer as a result of the replacement of the Index by the Alternative Pre-nominated Index. The Determination Agent may determine that the Adjustment Payment is zero.

  • Notice of Disagreement has the meaning set forth in Section 2.4(c).

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

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.

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

  • Final Settlement Statement has the meaning set forth in Section 2.6(b).

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.