Contingent Statement definition
Examples of Contingent Statement in a sentence
Thereafter, any amounts in the Contingent Statement not resolved by the Parties (“Disputed Amounts”) shall be submitted promptly by Buyer and the Stockholders’ Representative for resolution by the Independent Accountant, who shall resolve the Disputed Amounts only and make any adjustments to the Contingent Statement as soon as practicable and in any event within 30 days after their engagement.
The Independent Accounting Firm shall only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Contingent Statement and the Notice of Objection, respectively.
If the Seller Representative does not deliver a Notice of Objection within such thirty (30)-day period, the Contingent Statement will become final and binding on each Party.
Except for those Contingent Items of Disagreement set forth in the Contingent Statement Notice of Objection, Buyer and the Sellers’ Representative, on behalf of the Sellers, shall be deemed to have agreed with all other items and amounts set forth in the Contingent Statement, which items and amounts shall be conclusive and binding upon all of the parties, and Buyer shall pay the undisputed amount within five (5) business days of receipt of the Contingent Statement Notice of Objection.
The Contingent Statement shall include calculations set forth in the manner set forth in Exhibit B.
If the Stockholders’ Representative does not deliver a Notice of Objection within such 10-Business Day period, the Contingent Statement will become final and binding on each Party.
The Independent Accountant shall only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Contingent Statement and the Notice of Objection, respectively.
Thereafter, any amounts in the Contingent Statement not resolved by the Parties (“Disputed Amounts”) shall be submitted promptly by Purchaser and the Seller Representative for resolution by the Independent Accounting Firm, who, acting as experts and not as arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Contingent Statement as soon as practicable and in any event within thirty (30) days after their engagement.
If, after a period of thirty (30) days following the date on which the Contingent Statement Notice of Objection is delivered, Buyer and the Sellers’ Representative, on behalf of the Sellers, have not resolved each such Contingent Item of Disagreement, then either Buyer or the Sellers’ Representative shall be entitled to submit all such Contingent Items of Disagreement that remain unresolved to the Independent Accountant, pursuant to the procedures set forth in Section 2.4(c).
The Contingent Statement shall include calculations in the manner set forth on Exhibit C hereto.