Examples of Final Cash Consideration in a sentence
The Parties agree that the determination of the Accountant with respect to any Disputed Items is not intended to permit the introduction of accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that conflict with the Accounting Principles or the definitions set forth herein for the purposes of determining the Final Cash Consideration.
In resolving any disputed amount in connection with its determination of the Final Cash Consideration, or any component thereof, the Accountant may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by either Party or less than the smallest value for such item claimed by either Party.
Notwithstanding anything to the contrary in this Agreement, the process set forth in this Section 1.4 shall be the sole and exclusive remedy of the Parties for any disputes related to items required to be included or reflected in the calculation of the Final Cash Consideration.
All indemnification payments made under this Section 4.15 will be deemed adjustments to the Final Cash Consideration for Tax purposes, to the extent permitted by applicable Tax Law.
If an amount of Indemnified Taxes that was included as a liability in the calculation of Final Cash Consideration is later determined to not be payable (a “Tax Overprovision”), the amount of such Tax Overprovision shall be for the account of Seller and shall be treated as being received by Buyer upon reversal of such Tax liability in the financial statements of Buyer, the Vantive Group Entities the Deferred Vantive Local Businesses, or any of their Affiliates pursuant to GAAP.