Proposed Adjustments definition

Proposed Adjustments has the meaning set forth in Section 2.3(b)(ii).

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Proposed Adjustments shall have the meaning set forth in Section 3.3(b) hereof;

Proposed Adjustments has the meaning set forth in Section 2.04(f)(ii).

Examples of Proposed Adjustments in a sentence

• Thereafter, Sellers and Purchaser shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments.

• The Surviving Corporation shall pay to the Stockholders on demand all reasonable costs and expenses (including reasonable attorneys' and accountants' fees) that the Stockholders may incur in contesting such Proposed Adjustments.

• Thereafter, Seller and Buyer shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments.

• If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within thirty (30) days after Purchaser’s notice to Sellers of its rejection of any Proposed Adjustments, then the Unresolved Adjustments shall be submitted to a mutually agreed firm with no material relationships with Sellers, Purchaser, or any of their respective Affiliates and with accounting expertise and relevant experiences in resolving similar purchase price adjustment disputes (the “Accounting Firm”).

• If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within sixty (60) days after the U.S. Purchaser’s receipt of MCI’s notice of the Proposed Adjustments, the Unresolved Adjustments may be submitted at the request of either MCI or the U.S. Purchaser to the Chicago office of Ernst & Young LLP or another internationally recognized independent public accounting firm as shall be agreed upon by MCI and the U.S. Purchaser in writing (the “Accounting Firm”) for arbitration.

• MCI and the U.S. Purchaser shall seek in good faith to resolve any differences that remain in relation to the Proposed Adjustments and to reach agreement in writing on any Proposed Adjustments not accepted by the U.S. Purchaser.

• The fees and disbursements (if any) of the Purchaser’s outside experts incurred in connection with the preparation and certification of the initial draft of the Closing Statement and their review of any Proposed Adjustments or Unresolved Adjustments shall be borne by the Purchaser, and the fees and disbursements (if any) of Andrew’s outside experts incurred in connection with their review of the draft Closing Statement and any Proposed Adjustments or Unresolved Adjustments shall be borne by the Sellers.

• If the Proposed Adjustments are so resolved in writing, such agreement of the Stockholder Representative and Purchaser shall constitute the Final Net Adjustment Amount.

• The arbitrator shall order the Parties to adopt the Proposed Adjustments or any adjustments to Section 7.11(j) deemed by the arbitrator to be appropriate.

• Upon receipt of the Notice to Contest, MidAmerican shall request a legal opinion from counsel (selected by MidAmerican) of the likelihood of success in contesting the Proposed Adjustments set forth in the Notice of Adjustment, unless MidAmerican in its sole discretion determines the likelihood of success is probable and a legal opinion is not necessary.

More Definitions of Proposed Adjustments

Proposed Adjustments has the meaning set forth in Section 4.4(b).

Proposed Adjustments has the meaning given to such term in Clause 8(b)(i) (Adjustment Event);

Proposed Adjustments has the meaning specified in Section 5.12. Table of Contents

Proposed Adjustments has the meaning set forth in Section 2.5.

Proposed Adjustments has the meaning set forth in Section 2.10(b)(ii). Public Official means (i) any officer, employee or representative of any Governmental Authority; (ii) any officer, employee or representative of any commercial enterprise that is owned or controlled by a Governmental Authority; (iii) any officer, employee or representative of any public international organization, such as the African Union, the International Monetary Fund, the United Nations or the World Bank; (iv) any person acting in an official capacity for any Governmental Authority identified above; and (v) any political party, party official or candidate for political office.

Proposed Adjustments has the meaning set forth in Section 2.10(b)(ii). Public Official means (i) any officer, employee or representative of any Governmental Authority; (ii) any officer, employee or representative of any commercial enterprise that is owned or controlled by a Governmental Authority; (iii) any officer, employee or representative of any public international organization, such as the African Union, the International Monetary Fund, the United Nations or the World Bank; (iv) any person acting in an official capacity for any Governmental Authority identified above; and (v) any political party, party official or candidate for political office. Purchase Price has the meaning set forth in Section 2.05(a)(i).