Objection Procedures and Payment Thereafter Sample Clauses

Objection Procedures and Payment Thereafter. If the Seller has any objection to the calculation of the Earnout Consideration in the Certificate or the Financial Statements from which such calculation was derived, then the Seller shall deliver a detailed statement describing such objections to the Buyer within fifteen (15) Business Days after receiving the Certificate. The Buyer and the Seller will use reasonable efforts to resolve any such objections themselves. If the Parties do not obtain a final resolution within twenty (20) Business Days after the Buyer has received the statement of objections, then the Buyer and the Seller will select an independent accounting firm mutually acceptable to them to resolve any remaining objections (the “Referee”). If the Buyer and the Seller are unable to agree on the choice of a Referee, they hereby select Deloitte & Touche LLP as the Referee. The determination of any Referee so selected as to any objections of the Seller or the Buyer will be set forth in writing and will be conclusive and binding upon the Parties. On or within ten (10) Business Days after receiving the determination of the Referee, the Buyer will revise the Certificate as appropriate to reflect the resolution of any objections thereto pursuant to this Section 3(c) by the Referee and will promptly pay the Earnout Consideration to the Seller as set forth in the Certificate in immediately available funds.
Sample 1
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Objection Procedures and Payment Thereafter. If the Designated Agent has any objection to the calculation of the Earnout Consideration in the Certificate or the Financial Statements from which such calculation was derived, then the Designated Agent shall deliver a detailed statement describing such objections to Parent within fifteen (15) Business Days after receiving the Certificate. Parent and the Designated Agent will use reasonable efforts to resolve any such objections themselves. If the parties do not obtain a final resolution within fifteen (15) Business Days after Parent has received the statement of objections, then Parent and the Designated Agent will select an accounting firm mutually acceptable to them to resolve any remaining objections (the “Referee”). If Parent and the Designated Agent are unable to agree on the choice of a Referee, the Boston, Massachusetts office of KPMG shall act as the Referee. The determination of any Referee so selected as to any objections of the Designated Agent or Parent will be set forth in writing and will be conclusive and binding upon the parties. Within five (5) Business Days, Parent will revise the Certificate as appropriate to reflect the resolution of any objections thereto pursuant to this Section 3(c) by the Referee. On or before the tenth (10th) Business Day following resolution of the objection, Parent will promptly pay the Earnout Consideration to the Escrow Agent. Notwithstanding the foregoing, the Designated Agent’s objection rights shall be limited solely to the determination of the Net Income by the Company, and the Designated Agent or the Agent Committee shall not be entitled to object to the Earnout Consideration based on the performance of services by the Process Business Employees or other subjective categories relating to the Earnout Consideration. For purposes of clarity, Parent, the Surviving Corporation and the Merger Sub shall have no liability to the Designated Agent, the Agent Committee or the Stockholders with respect to the operation and management of the Process Business during the Earnout Period except for the gross negligence or willful misconduct of the Parent or the Surviving Corporation after the date of this Agreement.
Sample 1
Objection Procedures and Payment Thereafter. If the Seller has any objection to the calculation of the Earnout Consideration in the Certificate or the Financial Statements from which such calculation was derived, then the Seller shall deliver a detailed statement describing such objections to Buyer within ten (10) Business Days after receiving the Certificate. Buyer and the Seller will use reasonable efforts to resolve any such objections themselves. If the parties do not obtain a final resolution within ten (10) Business Days after Buyer has received the statement of objections, then Buyer and the Seller will select an accounting firm mutually acceptable to them to resolve any remaining objections (the “Referee”). If Buyer and the Stockholders are unable to agree on the choice of a Referee, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms) as the Referee. The determination of any Referee so selected as to any objections of the Seller or Buyer will be set forth in writing and will be conclusive and binding upon the parties. Within five (5) Business Days, Buyer will revise the Certificate as appropriate to reflect the resolution of any objections thereto pursuant to this Section 3(c) by the Referee. Following resolution of the objection and on or before the tenth (10th) Business Day following receipt of the Notice Form, Buyer will promptly pay the Earnout Consideration by delivering the Cash Consideration as set forth in the Certificate.
Sample 1
Objection Procedures and Payment Thereafter. If the Agent has any objection to the calculation of the Earnout Consideration in the Certificate or the Financial Statements from which such calculation was derived, then the Agent shall deliver a detailed statement describing such objections to Purchaser within ten (10) Business Days after receiving the Certificate. Purchaser and the Agent will use reasonable efforts to resolve any such objections themselves. If the parties do not obtain a final resolution within ten (10) Business Days after Purchaser has received the statement of objections, then Purchaser and the Agent will select an accounting firm mutually acceptable to them to resolve any remaining objections (the "Referee"). If Purchaser and the Agent are unable to agree on the choice of a Referee, the Boston, Massachusetts office of Grant
Sample 1

Related to Objection Procedures and Payment Thereafter

  • Billing and Payment; Disputed Amounts 9.1 Except as otherwise provided in this Agreement, each Party shall submit to the other Party on a monthly basis in an itemized form, statement(s) of charges incurred by the other Party under this Agreement.

  • Billing and Payment Procedures and Final Accounting 6.1.1 The Connecting Transmission Owner shall xxxx the Interconnection Customer for the design, engineering, construction, and procurement costs of Interconnection Facilities and Upgrades contemplated by this Agreement on a monthly basis, or as otherwise agreed by those Parties. The Interconnection Customer shall pay all invoice amounts within 30 calendar days after receipt of the invoice.

  • Termination Procedures and Compensation During Dispute 7.1. After a Change in Control and during the term of this Agreement, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 hereof. For purposes of this Agreement, a "

  • Election Procedure (a) Each person who, on or prior to the Election Date, is a registered holder of Shares, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3.

  • Rates and Payment Process Subject to the SAA, the Project Funding for the provision of the Services shall be as specified in Appendix A to this PFA.

  • Election Procedures Each holder of record of shares of Company Common Stock (“Holder”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures:

  • Billing and Payment Procedure for Forest Products Delivered The State will compute and forward to Purchaser a billing statement of charges for forest products delivered during the billing period at the delivered rate shown in P- 028.2 clause. After receipt of the billing statement, Purchaser’s payment must be received by the Department of Natural Resources on or before the due date shown on the billing statement. Purchaser agrees to make payment, payable to the Department of Natural Resources. Failure to pay on time for forest products delivered is considered a breach of contract. Included with the billing statement will be a summary report for the billing period compiled by the State or their log and load reporting service. The State will adjust final xxxxxxxx to account for any State approved payment reductions. P-080 Payment Account Refund Advance payments made under P-045 or P-045.2 remaining on account above the value for the charges shall be returned to Purchaser within 30 days following the final report of charges. Refunds not made within the 30 day period will accrue interest at the interest rate, as established by WAC 000-000-000, computed on a daily basis until paid.

  • Termination Procedure Regardless of basis, in the event of suspension or termination (in full or in part), the parties shall cooperate to ensure an orderly and efficient suspension or termination. Accordingly, Contractor shall deliver to Purchasers all goods and/or services that are complete (or with approval from Enterprise Services, substantially complete) and Purchasers shall inspect, accept, and pay for the same in accordance with this Master Contract and the applicable Purchase Order. Unless directed by Enterprise Services to the contrary, Contractor shall not process any orders after notice of suspension or termination inconsistent therewith.

  • Allocation Procedures On each Business Day, the Credit Facility Team shall seek to collect data on the uninvested cash of Funds listed on Schedule B hereto from such Funds’ custodian. On each occasion that a Fund delivers Borrowing Instructions to the Credit Facility Team, the Credit Facility Team will seek to match the amount and term of the Fund’s borrowing needs with the cash available from the Funds that have provided Lending Instructions in accordance with allocation and administrative procedures established by the Board of Trustees. The Credit Facility Team shall allocate the borrowing demand and lending needs among the Funds on what the Credit Facility Team deems to be an equitable basis and in accordance with the Interfund Lending Procedures. The Credit Facility Team shall not solicit cash for Loans from any Funds or publish or disseminate the amount of any current borrowing demand to the Adviser’s investment personnel. No Loan may be made unless the Interest Rate is more favorable for the Lender than both the OTD Rate and the Repo Rate and more favorable for the Borrower than the Bank Loan Rate.

  • Consultation Procedure If a party hereto is unable to meet the provisions of the Service Level Agreement, or in the event that a dispute arises relating to performance goals set forth in the Service Level Agreement, either party to this Agreement shall address any concerns it may have by requiring a consultation with the other party.

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