Review of Adjustment Statement Sample Clauses

Review of Adjustment Statement. Within 30 days after receipt of the Closing Balance Sheet and Adjustment Statement, Buyer shall inform Quest in writing either (a) that the Adjustment Statement is acceptable to Buyer or (b) that Buyer objects to the Adjustment Statement, which objection, if any, shall set forth in reasonable detail its objections and the basis for those objections. If Buyer so objects and the Parties do not resolve such objections on a mutually agreeable basis within 30 days after Quest's receipt of such objection notice, the disagreement shall be resolved within an additional period of 60 days by the Independent Firm. The decision of the Independent Firm shall be final and binding upon the Parties. Upon the agreement of Quest and Buyer, the decision of the Independent Firm, or, if Buyer fails to deliver a notice to Quest objecting to the Adjustment Statement, upon expiration of such 30 day period, the Adjustment Statement (as adjusted, if applicable, by the agreement of Quest and Buyer or the decision of the Independent Firm) and the determination of the Closing Date Asset Value and the Closing Date Assumed Liabilities based thereon shall be deemed final. The Independent Auditor will allocate its costs and expenses in reviewing the issues in dispute to Quest and Buyer based on the percentage determined by dividing (i) that portion of the contested amount not awarded to such Party, by (ii) the amount actually contested by the Parties. For example, if Buyer claims that the Closing Date Asset Value should be $1,000 lower than the amount set forth on the initial Adjustment Statement, and Quest contests $500 of the amount suggested by Buyer, and if the adjusted Adjustment Statement results in a Closing Date Asset Value of $800 lower than that shown on the initial Adjustment Statement ($300 lower than the contested amount), then the costs and expenses of the Independent Auditor will be allocated 60% (i.e., 300 divided by 500) to Quest and 40% (i.e., 200 divided by 500) to Buyer.
Sample 1
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Review of Adjustment Statement. 13 2.4.3 Asset Value Adjustments Procedure . . . . . . . . . . . . . . . . . . . . . . . 14
Sample 1
Review of Adjustment Statement. HON shall have 30 days in which to review the Closing Balance Sheet and the Adjustment Statement. For such purpose, Standard Pacific shall afford HON and HON's agents and representatives reasonable access to all work papers used by Standard Pacific to prepare the Closing Balance Sheet and the Adjustment Statement. Within 30 days after receipt of the Closing Balance Sheet, HON shall either inform Standard Pacific in writing that the Adjusted Book Value is acceptable or object to the Adjustment Statement in writing setting forth a description of its objections. If HON so objects and HON and Standard Pacific do not resolve such objections on a mutually agreeable basis within 90 days after Standard Pacific's receipt thereof, the disagreement shall be resolved within an additional 60 day period by an independent accounting firm of national reputation jointly selected by HON and Standard Pacific (the "Independent Firm"). The decision of the Independent Firm shall be final and binding upon HON and Standard Pacific. Upon the agreement of HON and Standard Pacific or the decision of the Independent ----------- Firm, or if HON fails to deliver an objection to Standard Pacific within the 30 ---- day period provided above, the Closing Balance Sheet (as adjusted, if necessary) and the determination of Adjusted Book Value shall be deemed the final and conclusive. HON and Standard Pacific shall bear the fees, costs and expenses of their own accountants and shall share equally the fees, costs and expenses of the Independent Firm.
Sample 1

Related to Review of Adjustment Statement

  • Settlement Statement A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

  • Preliminary Settlement Statement Seller and Buyer shall execute and deliver the Preliminary Settlement Statement.

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

  • Final Settlement Statement On or before 120 days after Closing (the “Final Settlement Date”), a final settlement statement (the “Final Settlement Statement”) will be prepared by Buyer, based on actual income and expenses and which takes into account all final adjustments made to the Purchase Price, excluding all Title Defect and related title issues subject to pending dispute under Section 10.2, and shows the resulting final Purchase Price (the “Final Price”). The Final Settlement Statement shall set forth the actual proration of the amounts required by this Agreement. As soon as practicable, and in any event within thirty (30) days, after receipt of the Final Settlement Statement, Whitehorse, on behalf of the Whitehorse Sellers, and Siltstone II, on behalf of the Siltstone Sellers, shall return to Buyer a joint written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). Any changes not so specified in the Dispute Notice shall be deemed waived and Buyer’s determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically in the Dispute Notice shall prevail. If Whitehorse and Siltstone II fail to timely deliver a Dispute Notice to Buyer containing changes Sellers propose to be made to the Final Settlement Statement, the Final Settlement Statement as delivered by Buyer will be deemed to be correct and will be final and binding on all Parties and not subject to further audit or arbitration. If the Final Price set forth in the Final Settlement Statement is mutually agreed upon by Sellers and Buyer, the Final Settlement Statement and the Final Price shall be final and binding on the Parties (other than with respect to amounts not accounted for therein or settled thereby). Within ten (10) days after the earlier of (a) the expiration of Sellers’ thirty (30)-day review period without delivery of any written report or (b) the date on which the Parties finally determine the Final Price or the Accounting Arbitrator finally determines the disputed matters, as applicable, (i) Buyer shall pay to Sellers the amount by which the Final Price exceeds the Closing Cash Payment, or (ii) Sellers shall pay to Buyer the amount by which the Closing Cash Payment exceeds the Final Price; provided that, if applicable, any amount payable by one Party to the other under this Section 3.5 shall first be satisfied out of the portion of the Defect Escrow Amount the owning Party is entitled to at such time, and then, if applicable, the owning Party shall pay to the owed Party any outstanding amounts. All amounts paid pursuant to this Agreement shall be delivered in United States currency by wire transfer of immediately available funds to the account specified in writing by the relevant Party.

  • Notice of Adjustment Upon the occurrence of any event which requires any adjustment of the Exercise Price, then, and in each such case, the Company shall give notice thereof to the holder of this Warrant, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease in the number of Warrant Shares purchasable at such price upon exercise, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Such calculation shall be certified by the Chief Financial Officer of the Company.

  • Notice of Adjustments Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s Transfer Agent.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • CPI Adjustment The fixed fees and other fees expressed as stated dollar amounts in this schedule and in the Agreement shall be increased annually commencing on the one-year anniversary date of the Effective Date by the percentage increase since the Effective Date in consumer prices for services as measured by the United States Consumer Price Index entitled "All Services Less Rent of Shelter" or a similar index should such index no longer be published.

  • Adjustment Reports All Mortgage Interest Rate and Monthly Payment adjustments must be reported to the Master Servicer in a ARM Loan change report.

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