Procedures for Final Determination of Required Cash Amount Sample Clauses

Procedures for Final Determination of Required Cash Amount. Within thirty (30) days after the Closing Date, Purchaser shall prepare and deliver to Sellers at Purchaser's expense a balance sheet for Sellers as of the opening of business on the Effective Date, together with a statement setting forth Purchaser's determination of the Required Cash Amount. Within thirty (30) days after receipt of such items, Sellers shall deliver to Purchaser a detailed written statement describing its objections, if any, to such balance sheet and determination of the Required Cash Amount. If Sellers do not raise any objections within the thirty (30) day period, the audited balance sheet and Purchaser's determination of the Required Cash Amount shall become final and binding upon all parties. Upon request by Sellers at any time after receipt of the aforementioned balance sheet and statement, Purchaser shall make available to Sellers and their accountants and other representatives the work papers used in preparing the balance sheet and in determining Purchaser's calculation of the Required Cash Amount and such other documents as Sellers may reasonably request in connection with their review of the Required Cash Amount. If Sellers do raise any objections, Purchaser and Sellers shall use reasonable efforts to resolve any such disputes. If a final resolution is not obtained within thirty (30) days after Sellers shall have submitted their objections to Purchaser, any remaining disputes shall be resolved by an accounting firm mutually agreeable to Purchaser and Sellers. If Purchaser and Sellers are unable to mutually agree on such an accounting firm within five (5) days after the expiration of said thirty (30) day period, a "big-six" accounting firm shall be selected by lot after elimination of one firm designated as objectionable by each of Purchaser and Sellers. The determination of the accounting firm so selected shall be set forth in writing and shall be conclusive and binding upon the parties, and the fees and expenses of such accounting firm shall be paid one-half by Purchaser and one-half by Sellers. The final balance sheet prepared in accordance with this Section 2.3 and Section 2.4 below and the related statement setting forth the final determination of the Required Cash Amount are referred to as the "Closing Balance Sheet."
AutoNDA by SimpleDocs
Procedures for Final Determination of Required Cash Amount. Within thirty (30) days after the Closing Date, Purchaser shall prepare and deliver to Seller at Purchaser's expense a statement setting forth Purchaser's determination of the Required Cash Amount. Within thirty (30) days after receipt thereof, Seller shall deliver to Purchaser a detailed written statement describing its objections, if any, to such balance sheet and determination of the Required Cash Amount. If Seller does not raise any objections within the thirty (30) day period, Purchaser's determination of the Required Cash Amount shall become final and binding upon all parties. Upon request by Seller at any time after receipt of the aforementioned statement, Purchaser shall make available to Seller and its accountants and other representatives the work papers used in determining Purchaser's calculation of the Required Cash Amount and such other documents as Seller may reasonably request in connection with its review of the Required Cash Amount. If Seller does raise any objections, Purchaser and Seller shall use reasonable efforts to resolve any such disputes. If a final resolution is not obtained within thirty (30) days after Seller shall have submitted its objections to Purchaser, any remaining disputes shall be resolved by an accounting firm mutually agreeable to

Related to Procedures for Final Determination of Required Cash Amount

  • Determination Final The determination by Xxxxxxx Mac or the Global Agent of the interest rate on the Notes and the determination of any payment on any Note (or any interim calculation in the determination of any such interest rate, index or payment) shall, absent manifest error, be final and binding on all parties. If a principal or interest payment error occurs, Xxxxxxx Mac or the Global Agent may correct it by adjusting payments to be made on later Payment Dates or in any other manner Xxxxxxx Mac or the Global Agent considers appropriate. If the source of One-Month LIBOR changes in format, but Xxxxxxx Mac or the Global Agent determines that the source continues to disclose the information necessary to determine the related Class Coupon substantially as required, Xxxxxxx Mac will amend the procedure for obtaining information from that source to reflect the changed format. All One-Month LIBOR values used to determine interest payments are subject to correction within 30 days from the applicable payment. The source of a corrected value must be the same source from which the original value was obtained. A correction might result in an adjustment on a later date to the amount paid to the Holder.

  • Company Determination Final Any determination that the Company or the Board of Directors must make pursuant to this Article is conclusive.

  • CERTIFICATION OF INDEPENDENT PRICE DETERMINATION By submission of this bid, the Bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, that in connection with this procurement:

  • Deviation from Grievance Procedure The Employer agrees that, after a grievance has been discussed at Step 2 of the grievance procedure the Employer or his representatives shall not initiate any discussion or negotiations with respect to the grievance, either directly or indirectly with the aggrieved employee without the consent of the xxxxxxx or the Union.

  • Procedure for Determination of Entitlement to Indemnification (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

  • Procedures and Presumptions for Determination of Entitlement to Indemnification It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a share of Common Stock as of a particular date (the “Determination Date”) shall mean:

  • Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • 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 "

Time is Money Join Law Insider Premium to draft better contracts faster.