Examples of Disputed Adjustment in a sentence
In the event that an Adjustment or the Board’s failure to make an Adjustment is disputed (each, a “Disputed Adjustment Matter”), such Disputed Adjustment Matter shall be resolved through the Appraisal Procedure mutatis mutandis.
The Final Subscription Price, Closing Cash Amount and Minimum Cash Amount shall be recalculated based upon the final determination (or deemed determination) of the Accounting Expert with respect to the Disputed Adjustment Amounts and the Final Subscription Price, Closing Cash Amount and Minimum Cash Amount, as so recalculated, shall be deemed to be conclusive and binding on the Parties for purposes of Section 2.3(a) or this Section 2.4, as applicable.
The Parties shall endeavor in good faith to resolve the Disputed Adjustment Amounts listed in such Notice of Objection.
The Accounting Expert shall not conduct an independent investigation but shall instead base its determination on the written submissions of the Parties delivered pursuant to this Section 2.4 with respect to the Disputed Adjustment Amounts.
Within 30 days of the submission of all documentation with respect to the Notice of Objection to the Accounting Expert, the Accounting Expert shall render a decision regarding the Disputed Adjustment Amounts in accordance with this Section 2.4(c)(iii)(B).
In making such decision, the Accounting Expert shall be bound by the Closing Statement Guidelines and the terms of this Agreement, shall only resolve the Disputed Adjustment Amounts, shall make all adjustments regardless of materiality and shall not assign a value to any such Disputed Adjustment Amount outside the range of values assigned to such Disputed Adjustment Amount in the Closing Statement and the Notice of Objection, respectively.
During the ninety (90) day period immediately following the Controlling Party's receipt of the Interested Party Notice described in Section 9.6(b) above, the Controlling Party and the Interested Party shall, in good faith, confer with each other to resolve any disagreement over each Disputed Adjustment specifically identified in the Interested Party Notice.
The Accounting Expert’s resolution of the Disputed Adjustment Amounts and its adjustments to the Closing Statement, the Final Subscription Price, the Closing Cash Amount and the Minimum Cash Amount set forth therein shall be conclusive and binding upon the Parties for purposes of Section 2.3(a) or this Section 2.4, as applicable.
The Accounting Expert, once appointed, shall have no ex parte communications with the Parties concerning the Disputed Adjustment Amounts.
In the event that either a Controlling Party or an Interested Party has given the other party written notice as required in Section 9.6(c) hereof that it is seeking a determination by an Independent Third Party pursuant to this Section 9.7 with respect to any Disputed Adjustment identified in an Interested Party Notice, then the parties shall, within ten (10) days after a party has received such notice, jointly select an Independent Third Party to make such determination.