Examples of Preliminary Adjustment in a sentence
The Preliminary Adjustment Statement shall be prepared in accordance with GAAP.
The Preliminary Adjustment Statement and the Final Adjustment Statement will be prepared in a manner consistent with the Accounting Policies and in accordance with the applicable definitions in this Agreement.
Furthermore, the value of the inventory set forth in the Preliminary Adjustment Statement and the Final Adjustment Statement (as hereinafter defined) shall be determined based upon a physical count performed by Buyer (or its representatives) and observed by Sellers’ Representative (or its representatives) promptly after the Closing.
The Sellers and Sellers’ Representative shall cooperate fully with Buyer in the preparation of the Preliminary Adjustment Statement.
For purposes of complying with the terms set forth in this Section 2.7, each party shall cooperate with, and make available to, the other parties, their respective representatives and the Independent Accountants all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement and the resolution of any disputes thereunder.
If Agent disputes the calculation of the Preliminary Adjustment Statement, Agent will (i) deliver to Purchaser within thirty days of its receipt of the Preliminary Adjustment Statement, a reasonably detailed objection notice (the “Dispute Notice”) specifying the disputed items in the Preliminary Adjustment Statement (the “Disputed Items”), and (ii) will include in such notice any proposed adjustments to the Preliminary Adjustment Statement and the basis for such adjustment.
If, within thirty days following delivery of the Preliminary Adjustment Statement to Agent in accordance with Section 1.11(a), Agent has not delivered to Purchaser a written objection notice stating that Agent does not agree with the calculation of the Preliminary Adjustment Statement, then the Preliminary Adjustment Statement will become the Final Adjustment Statement and shall be deemed final, conclusive and binding on the parties.
If the Dispute Notice is delivered in accordance with this Section 1.11(b), then any amount set forth in the Preliminary Adjustment Statement as to which Agent has not objected to in the Dispute Notice will be deemed to be accepted and will become part of the Final Adjustment Statement.
Company will have provided Parent with the Preliminary Adjustment Schedule three (3) Business Days prior to the expected Closing Date.
In this behalf, he has placed reliance on the observations of the Supreme Court in Intercontinental Hotels Group (Supra) and in particular paragraph 18 thereof.