Unresolved Adjustments definition

Unresolved Adjustments has the meaning set forth in Section 2.3(c).
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Unresolved Adjustments has the meaning set forth in Section 2.04(g).
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Unresolved Adjustments shall have the meaning set forth in Section 3.1(d).
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Examples of Unresolved Adjustments in a sentence

  • The Accounting Firm shall be instructed to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Adjustments.

  • The Accounting Firm shall not be entitled to, and the Parties shall not individually request the Accounting Firm to, (i) make any determination other than as set forth above, (ii) determine any Unresolved Adjustment to be a value higher than the highest value or lower than the lowest value proposed by the Parties in their submissions to the Accounting Firm, or (iii) undertake any independent investigation of the facts relating to the Unresolved Adjustments.

  • The scope of the review by the Accounting Firm shall be limited to a disposition of the Unresolved Adjustments through a strict application of GAAP, consistently applied.

  • The scope of the review by the Accounting Firm shall be limited to a determination of (i) whether the portions of the initial draft Statement of Working Capital and the calculation of Closing Working Capital related to the Unresolved Adjustments were prepared in accordance with Section 3.2(g) and (ii) based on its determinations of the matters described in clause (i), a final calculation of the Closing Working Capital.

  • The Accounting Firm will be instructed to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Adjustments.

  • No Party will disclose to the Accounting Firm, and the Accounting Firm will not consider for any purpose, any settlement discussions or offers made by any Party with respect to the Unresolved Adjustments or otherwise unless expressly agreed to by both Parties in writing.

  • 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”).

  • The Accounting Firm is not entitled to, and the Parties shall not individually request the Accounting Firm to, (A) make any determination other than as set forth above, (B) determine any Unresolved Adjustment to be a value higher than the highest value or lower than the lowest value proposed by the Parties in their submissions to the Accounting Firm, or (C) undertake any independent investigation of the facts relating to the Unresolved Adjustments.

  • 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.

  • The Seller and the Purchaser shall use reasonable best efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Adjustments.

Related to Unresolved Adjustments

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

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • Disputed Amounts has the meaning set forth in Section 2.04(c)(iii).

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

  • Spread Adjustment means 100 basis points.

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • Unresolved Items shall have the meaning set forth in Section 2.11(e).

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

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

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

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Disputed Item has the meaning set forth in Section 2.04(b).

  • Unresolved Claims has the meaning set forth in Section 7.6(c).

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

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

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

  • Disagreement means a difference of opinion between personnel of a reporting issuer responsible for finalizing the reporting issuer’s financial statements and the personnel of a predecessor auditor responsible for authorizing the issuance of audit reports on the reporting issuer’s financial statements or authorizing the communication of the results of the auditor’s review of the reporting issuer’s interim financial report, if the difference of opinion

  • SOFR Adjustment means 0.10% (10 basis points).

  • Environmental Defect Value means, with respect to any Environmental Defect, the value, as of the Closing Date, of the estimated costs and expenses to correct such Environmental Defect in the most cost-effective manner reasonably available, consistent with Environmental Laws, taking into account that non-permanent remedies (such as mechanisms to contain or stabilize hazardous materials, including monitoring site conditions, natural attenuation, risk-based corrective action, institutional controls or other appropriate restrictions on the use of property, caps, dikes, encapsulation, leachate collection systems, etc.) may be the most cost-effective manner reasonably available.

  • MFN Adjustment has the meaning specified in Section 2.14(b).

  • Disputed Items has the meaning specified in Section 2.7(c).

  • Title Defect Amount means, with respect to a Title Defect Property, the amount by which such Title Defect Property is impaired as a result of the existence of one or more Title Defects, which amount shall be determined as follows:

  • Substitution Adjustment Amount As defined in Section 2.03.