the Final Consideration definition
Examples of the Final Consideration in a sentence
The determination of the Consideration by the Accounting Firm shall, absent manifest error, be final and binding on the Parties as the Final Consideration, and judgment may be entered upon such determination in any court of competent jurisdiction.
In either case, such payment shall be made within five (5) Business Days after the date on which the Final Consideration becomes final and binding pursuant to this Section 2.3.
The Parties agree that the procedures set forth in this Section 2.4 shall be the sole and exclusive method for resolving disputes regarding the determination of the Final Consideration Adjustment Amount.
The Partnership and the Contributing Parties shall use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute within thirty (30) days after the date on which the Accounting Firm receives the calculations of the Final Consideration Adjustment Amount submitted by the Partnership and the Contributing Parties.
To the extent permitted by Law, any amounts payable under Section 9.2 or Section 9.3 shall be treated by Purchaser and Sellers as an adjustment to the Final Consideration for Tax purposes.
The Accounting Firm shall consider only those items and amounts in the Partnership’s and the Contributing Parties’ respective calculations of the Final Consideration Adjustment Amount that are identified as Disputed Items.
If the Partnership so notifies the Contributing Parties of its objections to the Contributing Parties’ calculation of the Final Consideration Adjustment Amount within the Objection Period, the Partnership on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee and the Contributing Parties shall, within thirty (30) days following such notice (the “Resolution Period”), attempt to resolve the Disputed Items.
Any items in the Contributing Parties’ calculation of the Final Consideration Adjustment Amount to which the Partnership has not given notice of objection within the Objection Period will be deemed to have been agreed upon by the Parties.
To the extent permitted by Law, any amounts payable under Section 9.2 or Section 9.3 shall be treated by Purchaser and Seller as an adjustment to the Final Consideration for Tax purposes.
In such event, each of the Partnership, on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee, and the Contributing Parties shall submit to the Accounting Firm its calculation of the Final Consideration Adjustment Amount together with detailed supporting documentation as it deems appropriate.