Unresolved Item definition
Examples of Unresolved Item in a sentence
The Actuarial Firm shall issue its written determination with respect to each Unresolved Item within thirty (30) days after the Unresolved Items are submitted for review.
The CPA Firm shall act as an arbitrator and not as an expert, to determine, based on the provisions of this Section 4, only the Unresolved Items; provided, however, that the determination of the Unresolved Items provided by the CPA Firm shall be limited to the range provided by Sensata and EMS on the resolution of the specific Unresolved Item.
In resolving any Unresolved Item, the Independent Firm (i) may not assign a value to any item greater than the greatest value for such item claimed by Sellers or Buyer or less than the smallest value for such item claimed by Sellers or Buyer, (ii) may not take oral testimony from the Parties or any other Person and (iii) shall not consider any facts that have occurred after the Principal Closing.
In resolving any Unresolved Item, the Neutral Auditors may not assign a value to such item greater than the greatest value for such item asserted by either party or less than the smallest value for such item asserted by either party.
The Independent Accountants will determine each Unresolved Item (the amount of which may not be more favorable to Buyer than the related amount reflected in the Closing Statement nor more favorable to the Sellers than the related amount set forth in the Dispute Notice) in accordance with Section 3.5(e) as promptly as may be reasonably practicable, and Buyer and Company will instruct the Independent Accountants to endeavor to complete such process within a period of no more than 15 days.
In resolving any Unresolved Item, the Independent Firm (i) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party, (ii) may not take oral testimony from the Parties hereto or any other Person but may submit interrogatories to the Parties and receive written responses thereto, and (iii) shall not consider any facts that have occurred after the Closing Date.
The Actuarial Firm’s determination of the Unresolved Items shall be in accordance with the Reserve Methodology and within the range of Cedent’s and Reinsurer’s disagreement with respect to each Unresolved Item, and the Actuarial Firm shall recalculate the Initial Ceded Total Reserves, the Initial Economic Reserves, the Initial Assumed IMR and the Initial Discounted IMR (as applicable) after giving effect to its resolution of the Unresolved Items.
In resolving any Unresolved Item, the Independent Firm (i) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party, and (ii) may not take oral testimony from the Parties hereto or any other Person.
With respect to each Unresolved Item, the CPA Firm’s determination, if not in accordance with the position of either Seller or Purchaser, shall not be more favorable to Seller than the amounts advocated by Seller in the Seller’s Objection or more favorable to Purchaser than the amounts advocated by Purchaser in the Purchase Price Adjustment Materials or Purchaser’s calculations of the amounts set forth therein with respect to such disputed line item and/or calculation.
In resolving any Unresolved Item, the Independent Firm may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party.