Allocation Objections Notice definition
Examples of Allocation Objections Notice in a sentence
If the Parties fail to agree within fifteen (15) days after the delivery of the Allocation Objections Notice, then the disputed items shall be resolved in accordance with the mechanics applicable under Section 2.04.
Sellers shall have a period of ten (10) days after the delivery of the Asset Acquisition Statement or, if applicable, the last Revised Statement (the "Allocation Response Period") to present in writing to Purchaser notice of any objections Sellers may have to the allocations set forth therein (an "Allocation Objections Notice").
If the parties fail to agree within fifteen (15) days after the delivery of the Allocation Objections Notice, then Purchaser shall submit the Asset Acquisition Statement or, if applicable, the last Revised Statement, including modifications, if any, that Purchaser chooses to make as a result of its negotiations with Sellers, to the Accountant for resolution by it.
If the parties fail to agree within fifteen (15) days after the delivery of the Allocation Objections Notice, then the disputed items shall be resolved by the Accounting Firm consistent with fair and reasonable industry standards.
For the avoidance of doubt, the Independent Accountant shall not make any determination with respect to any matter other than those matters specifically set forth in the Allocation Objections Notice that remain in dispute at the time of such determination.
If the parties fail to agree within fifteen (15) days after the delivery of the Allocation Objections Notice, then the disputed items shall be resolved by an Independent Auditor, whose determination shall be final and binding on the parties.
The fees, costs and expenses of the Purchaser in connection with the preparation of the Allocation Objections Notice shall be borne by the Purchaser.
Any amount, determination or calculation set forth on the Allocation Schedule and not specifically disputed in a timely delivered Allocation Objections Notice shall be final, conclusive and binding on the Parties and not subject to further review.
If the parties fail to agree within five (5) days after the delivery of the Allocation Objections Notice, then Purchaser shall submit the Allocation Schedule, including modifications, if any, that Purchaser chooses to make as a result of its negotiations with Sellers, to Deloitte & Touche or such other independent accounting firm mutually agreed upon by Sellers and Purchaser (the "Accounting Referee") for resolution by it.
If the Seller and the Purchaser are unable to resolve any Objections within ten (10) days after delivery of an Allocation Objections Notice, then the Purchaser and the Seller shall jointly engage KPMG LLP (the “Independent Accountant”) to resolve such Objections (acting as an expert and not an arbitrator) in accordance with this Agreement as soon as practicable thereafter, but in any event within thirty (30) days after engagement of the Independent Accountant.