Final Adjustment Statement. The Preliminary Adjustment Statement shall become the “Final Adjustment Statement” and as such shall become final, binding and conclusive on the Parties, absent manifest error, in the case of clause (iii) below, for all purposes of this Agreement and upon which a judgment may be entered by a court of competent jurisdiction, upon the earliest to occur of the following: (i) the mutual acceptance by the Seller and the Purchaser of the Preliminary Adjustment Statement, with such changes thereto, if any, as may be proposed by the Seller and consented to by the Purchaser; (ii) the expiration of thirty (30) days after the Seller’s receipt of the Preliminary Adjustment Statement, without timely written objection by the Seller in accordance with Section 2.5(b); or (iii) the delivery to the Seller and the Purchaser by the Accounting Firm of the final report of its determination of all disputed matters submitted to the Accounting Firm pursuant to Section 2.5(c).
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Final Adjustment Statement. The Preliminary Adjustment Statement shall become the “Final Adjustment Statement” and as such shall become final, binding and conclusive on the Parties, absent manifest error, in the case of clause (iii) below, Parties for all purposes of this Agreement and upon which a judgment may be entered by a court of competent jurisdiction, upon the earliest to occur of the following:
(ia) the mutual acceptance by the Seller Sellers’ Representative and the Purchaser of the Preliminary Adjustment Statement, with such changes thereto, if any, as may be proposed by the Seller Sellers’ Representative and consented to by the Purchaser;
(iib) the expiration of thirty (30) days after the Seller’s Sellers’ Representative’s, or the Purchaser’s, receipt of the Preliminary Adjustment Statement, without timely written objection by the Seller Sellers’ Representative, or the Purchaser, in accordance with Section 2.5(b)2.5.2; or
(iiic) the delivery to the Seller Sellers’ Representative and the Purchaser by the Accounting Firm Referee of the final report of its determination of all disputed matters submitted to the Accounting Firm Referee pursuant to Section 2.5(c)2.5.3.
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Final Adjustment Statement. The Preliminary Adjustment Statement shall become the “Final Adjustment Statement” and as such shall become final, binding and conclusive on the Parties, absent manifest error, in the case of clause (iii) below, Parties for all purposes of this Agreement and upon which a judgment may be entered by a court of competent jurisdiction, upon the earliest to occur of the following:
(ia) the mutual acceptance by the Seller Equityholders’ Representative and the Purchaser of the Preliminary Adjustment Statement, with such changes thereto, if any, as may be proposed by the Seller Equityholders’ Representative and consented to by the Purchaser;
(iib) the expiration of thirty (30) days after the Seller’s Equityholders’ Representative receipt of the Preliminary Adjustment Statement, without timely written objection by the Seller delivery of an Objections Statement in accordance with Section 2.5(b)2.11.2; or
(iiic) the delivery to the Seller Equityholders’ Representative and the Purchaser by the Accounting Firm Referee of the final report of its determination of all disputed matters submitted to the Accounting Firm Referee pursuant to Section 2.5(c)2.11.3.
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Sources: Merger Agreement (Connecture Inc)
Final Adjustment Statement. The Preliminary Adjustment Statement shall become the “Final Adjustment Statement” and as such shall become final, binding and conclusive on the Parties, absent manifest error, in the case of clause (iii) below, Parties for all purposes of this Agreement and upon which a judgment may be entered by a court of competent jurisdiction, upon the earliest to occur of the following:
(ia) the mutual acceptance by the Seller Stockholders’ Representative and the Purchaser of the Preliminary Adjustment Statement, with such changes thereto, if any, as may be proposed by the Seller Stockholders’ Representative and consented to by the Purchaser;
(iib) the expiration of thirty (30) days after the Seller’s Stockholders’ Representative receipt of the Preliminary Adjustment Statement, without timely written objection by the Seller Stockholders’ Representative in accordance with Section 2.5(b)2.5.2; or
(iiic) the delivery to the Seller Stockholders’ Representative and the Purchaser by the Accounting Firm Referee of the final report of its determination of all disputed matters submitted to the Accounting Firm Referee pursuant to Section 2.5(c)2.5.3.
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Final Adjustment Statement. The Preliminary Adjustment Statement shall become the “Final Adjustment Statement” and as such shall become final, binding and conclusive on the Parties, absent manifest error, in the case of clause (iii) below, Parties pursuant to this Section 2.5 for all purposes of this Agreement and upon which a judgment may be entered by a court of competent jurisdiction, upon the earliest to occur of the following:
(ia) the mutual acceptance by the Seller Sellers’ Representative and the Purchaser of the Preliminary Adjustment Statement, with such changes thereto, if any, as may be proposed by the Seller Sellers’ Representative and consented to by the Purchaser;
(iib) the expiration of the time period ending thirty (30) days after the SellerSellers’ Representative’s receipt of the Preliminary Adjustment Statement, without timely written objection by the Seller Sellers’ Representative in accordance with Section 2.5(b)2.5.2; or
(iiic) the delivery to the Seller Sellers’ Representative and the Purchaser by the Accounting Firm Referee of the final report of its determination of all disputed matters submitted to the Accounting Firm Referee pursuant to Section 2.5(c)2.5.3.
Appears in 1 contract
Sources: Securities Purchase Agreement (Enpro Industries, Inc)