Allocation Dispute Notice definition

Allocation Dispute Notice shall have the meaning ascribed to it in Section 2.5(b).

Allocation Dispute Notice is defined in Section 8.9

Allocation Dispute Notice has the meaning set forth in Section 2.7.

Examples of Allocation Dispute Notice in a sentence

• BUYER and SELLER shall endeavor in good faith to resolve any such disagreement within twenty (20) business days following the delivery of the Allocation Dispute Notice, and if resolution of such disagreement is reached, the Allocation shall immediately become binding.

• If Seller does not deliver to Buyer an Allocation Dispute Notice within such thirty (30)-day period, Buyer’s Proposed Allocation Schedule shall be final and binding on the parties.

• In the event that Seller shall deliver an Allocation Dispute Notice to Buyer, Buyer and Seller shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Proposed Purchase Price Allocation Schedule shall be made in accordance with the agreement of Buyer and Seller (the “Agreed Allocation Schedule”).

• If Buyer and Seller are unable to resolve any such dispute within fifteen (15) days of Seller’s delivery of such Allocation Dispute Notice (or such longer period as Buyer and Seller shall mutually agree in writing), the parties shall submit such unresolved dispute to the Independent Accounting Firm.

• If Seller delivers an Allocation Dispute Notice to Buyer, Seller and Buyer shall negotiate in good faith to resolve any such dispute; provided, however, that if Seller and Buyer are unable to resolve any such dispute within thirty (30) days following the delivery of the Allocation Dispute Notice, then such dispute shall be resolved by the Dispute Accounting Firm.

More Definitions of Allocation Dispute Notice

Allocation Dispute Notice shall have the meaning ascribed to it in Section 2.5(b). "Antitrust Division" shall have the meaning ascribed to it in Section 5.3(a).

Allocation Dispute Notice. As defined in Section 1.7(a). “Alternative Proposal” – As defined in Section 4.3(r). “Applicable CRO Holdback Amount” — As defined in the Joint Issues and Reverse Earn Out Payment Agreement. “ASPE” means Accounting Standards for Private Enterprises. “Assumed Employee Liabilities” means any and all of the following: (i) Liabilities assumed by the Purchaser pursuant to accepted offers of employment made pursuant to Article XII or pursuant to the Key Employment Agreements; and (ii) Liabilities of Seller with respect to the Employees and New Employees reflected on the Final Closing Balance Sheet settled pursuant to Section 5.3 of the Joint Issues and Reverse Earn Out Payment Agreement, but only to the extent of the monetary amount of such Liabilities so reflected and included in the determination of the Net Working Capital. “Assumed Liabilities” - As defined in Section 1.4(a). “Auditor’s Allocation Determination” – As defined in Section 1.7(b). “Xxxx of Sale and Assignment Agreement” - As defined in Section 3.2(a). “Business” has the meaning set forth in the recitals. “Business Day” means any day other than a Saturday or Sunday or other day on which banks in Toronto, Ontario or Chicago, Illinois are authorized or required to be closed.

Allocation Dispute Notice has the meaning given to such term in Section 7.6.

Allocation Dispute Notice as defined in Section 10.3(f)(iii).

Allocation Dispute Notice shall have the meaning ascribed to such term in Section 6.1(b) hereof. "Alternative Financing" shall have the meaning ascribed to such term in Section 5.10 hereof. "Alternative Transaction" shall have the meaning ascribed to such term in Section 5.13(a) hereof. "Ancillary Agreements" shall have the meaning ascribed to such term in Section 2.4(c) hereof. "Anti-Kickback Law" shall have the meaning ascribed to such term in Section 3.18(a) hereof. "Applicable Buyer Plan" shall have the meaning ascribed to such term in Section 6.2(b) hereof. "Audited Financial Statements" shall have the meaning ascribed to such term in Section 3.7(a) hereof. "Backup Guaranty" shall have the meaning ascribed to such term in Section 2.5 hereof.

Allocation Dispute Notice shall have the meaning ascribed to such term in Section 6.1(f) hereof.

Allocation Dispute Notice shall have the meaning ascribed to such term in Section 6.1(b) hereof. "Alternative Financing" shall have the meaning ascribed to such term in Section 5.10 hereof. "Alternative Transaction" shall have the meaning ascribed to such term in Section 5.13(a) hereof. "Ancillary Agreements" shall have the meaning ascribed to such term in Section 2.4(c) hereof. "Anti-Kickback Law" shall have the meaning ascribed to such term in Section 3.18(a) hereof. "Applicable Buyer Plan" shall have the meaning ascribed to such term in Section 6.2(b) hereof. [Washington DC #361873 v9] 75 EXECUTION COPY