Adjustment Dispute definition

Adjustment Dispute has the meaning specified in Section 2.4(f).
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Adjustment Dispute has the meaning set out in Clause 5.3.2;
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Adjustment Dispute shall have the meaning provided in Section 2.8.1.
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Examples of Adjustment Dispute in a sentence

  • If the parties are unable to mutually agree on the calculation of such adjustment within five business days of receipt by Enterprise GP of such Adjustment Dispute Notice, the parties shall each select a firm of independent accountants of nationally recognized standing within five business days, which firms shall then mutually agree upon a third firm of independent accountants of nationally recognized standing and refer the matter to such third firm for resolution within five additional business days.

  • In calculating Closing Cash, Closing Indebtedness, Transaction Expenses and the Net Aggregate Consideration (as applicable), the Designated Accounting Firm shall be limited to addressing only the particular disputes referred to in the Adjustment Dispute Notice.

  • The time period within which Merger Partner must deliver any Spinco Adjustment Dispute Notice shall be extended in the case of any undue delay by Remainco in providing Merger Partner access to its books and records, the personnel of, and work papers prepared by, Remainco and its Affiliates to the extent they relate to the preparation of the Spinco Initial Post-Closing Statement and such historical financial information, for each day that Remainco delays in providing Spinco such access.

  • The Adjustment Dispute Notice shall set forth, in reasonable detail, the basis for the dispute of such calculation and attaching all relevant backup materials and schedules.

  • In the event Remainco and Xxxxxx Partner are unable to resolve by mutual agreement any matter identified in the Spinco Adjustment Dispute Notice on or before the date on which the Spinco Adjustment Consultation Period ends, Remainco or Merger Partner may engage an Independent Accounting Firm to make a determination with respect to all of such matters in dispute in its capacity as an expert and not as an arbitrator.

  • If the SH Rep does not deliver an Adjustment Dispute Notice within such sixty (60)-day period, the SH Rep shall be deemed to agree with the Calculations and Section 3.5(d) shall apply.

  • The Spinco Adjustment Dispute Notice shall set forth, with respect to each disputed item, Xxxxxx Partner’s position as to the correct amount or calculation that should have been included in the Spinco Initial Post-Closing Statement.

  • If Merger Partner disagrees with the Spinco Initial Post- Closing Statement (including any amount or calculation set forth therein) in any respect and on any basis, Merger Partner may, on or prior to the last day of the Spinco Adjustment Review Period, deliver a notice to Remainco setting forth, in reasonable detail, each disputed item or amount and the basis for Merger Partner’s disagreement therewith (the “Spinco Adjustment Dispute Notice”).

  • For the period of thirty (30) days beginning on the date on which Remainco receives a Spinco Adjustment Dispute Notice (the “Spinco Adjustment Consultation Period”), if applicable, Remainco and Merger Partner shall endeavor in good faith to resolve by mutual agreement all matters identified in the Spinco Adjustment Dispute Notice.

  • The Adjustment Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail.

Related to Adjustment Dispute

  • Relevant Dispute means any difference between the parties arising out of or in connection with this contract; "Relevant Force Majeure Event" has the meaning ascribed to it in Clause 17.1;

  • Tax Dispute has the meaning set forth in Section 5.06.

  • Dispute Period shall have the meaning specified in Section 9.3(a).

  • Agreement Disputes shall have the meaning set forth in Section 6.1.

  • Disputed Item has the meaning set forth in Section 2.05(b).

  • Dispute means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Agreement, including a dispute regarding the existence, formation, validity, interpretation, performance or termination of this Agreement or the consequences of its nullity and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Agreement.

  • Arbitrable Dispute means any dispute arising under or in connection with this Agreement.

  • Legal Dispute means any action, suit or proceeding between or among the Parties arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document.

  • Disagreement means a difference of opinion between personnel of a reporting issuer responsible for finalizing the reporting issuer’s financial statements and the personnel of a predecessor auditor responsible for authorizing the issuance of audit reports on the reporting issuer’s financial statements or authorizing the communication of the results of the auditor’s review of the reporting issuer’s interim financial report, if the difference of opinion

  • Technical Dispute has the meaning specified in Section 12.2;

  • Billing Dispute means the dispute of an invoice prepared by an Operator to the Other Operator which is made in good faith.

  • Reconciliation Dispute has the meaning set forth in Section 7.9 of this Agreement.

  • Disputed Amount means an amount which Customer disputes. A Disputed Amount may relate to the whole or part of an invoice(s).

  • Billing Dispute Notice means a formal, written notice submitted to Metacom by the Customer in terms of this Procedure.

  • Dispute Notice has the meaning set forth in Section 2.7(b).

  • trade dispute means any dispute or difference between employers and workmen, or between workmen and workmen, connected with the employment or non-employment, or the terms of employment, or with the conditions of labour, of any person;

  • Dispute Date means, with respect to a Dispute, the date on which a Dispute Notice is effectively delivered by one party to the other party save that if, with respect to a Dispute, both parties deliver a Dispute Notice, the date on which the first in time of such notices is effectively delivered will be the Dispute Date. Each Dispute Notice will be effectively delivered if delivered in the manner agreed between the parties for the giving of notices in respect of this Agreement.

  • Dispute Board (DB) means the person or persons named as such in the SCC appointed by agreement between the Procuring Entity and the Contractor to make a decision with respect to any dispute or difference between the Procuring Entity and the Contractor referred to him or her by the Parties pursuant to GCC Sub-Clause 46.1 (Dispute Board) hereof.

  • Labor dispute as used here, means a strike, lockout, or other labor dispute between the Employer and its Employees, during which time the Employee is not paid by the Employer.

  • Disputed Items has the meaning set forth in Section 3(b)(3)(A).

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

  • Disputing Party has the meaning specified in Paragraph 5.

  • Expedited Appeal means if a Member appeals a decision regarding a denied request for Prior Authorization (Pre-Service Claim) for an Urgent Care Claim, the Member or Member’s Authorized Representative can request an Expedited Appeal, either orally or in writing. Decisions regarding an Expedited Appeal are generally made within seventy-two (72) hours from the Plan’s receipt of the request.

  • Deadlock has the meaning set forth in Section 11.01.