BSC definition
Examples of BSC in a sentence
The Accountant selected in accordance with the foregoing sentence, who shall be mutually agreeable to BSC and Elutia, shall be responsible for the determination of the Inventory Value of the applicable remaining Disputed Inventory Items and shall be referred to herein as the “Appraiser.” The Appraiser shall determine the Inventory Value of each of the remaining Disputed Inventory Items within the limitations set forth above within ninety (90) days after the date of such Appraiser’s engagement.
Elutia and BSC shall jointly select which of the Accountants will perform the calculation within thirty (30) days after Elutia and BSC determine that they are unable to settle the Disputed Inventory Items independently.
Prior to the Closing, the Sellers shall provide BSC a reasonable opportunity to review and provide comments on the Estimated Inventory Statement and the Sellers shall consider such comments and discuss the same with BSC in good faith prior to Closing.
Notwithstanding anything in this Agreement to the contrary, nothing herein or in any Transaction Document shall be construed as an assignment or transfer of any Ongoing Clinical Trial Agreement or Ongoing Vendor Agreement to BSC as of the Closing.
In the event that BSC and Elutia mutually determine in writing the Inventory Value of the Disputed Inventory Items and resulting Closing Inventory Value, then such adjusted Closing Inventory Value shall irrevocably be deemed to be final for all purposes of this Agreement, absent Fraud or intentional misconduct.