Unresolved Items definition

Unresolved Items has the meaning set forth in Section 3.3(c).

Unresolved Items has the meaning set forth in Section 2.6(d).

Unresolved Items shall have the meaning set forth in Section 2.11(e).

Examples of Unresolved Items in a sentence

• Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request.

• The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of Parent’s and the Representative’s disagreement.

• The Independent Accountant shall act as an arbitrator to determine, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement.

• Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may request.

• The Representative and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review.

More Definitions of Unresolved Items

Unresolved Items has the meaning set forth in Section 1.4(f).

Unresolved Items has the meaning ascribed thereto in Section 10.1(b).

Unresolved Items is defined in Section 2.4(d).

Unresolved Items is defined in Section ‎3.4(e).

Unresolved Items has the meaning set forth in Section 3.6(c). “Voting Agreement” has the meaning set forth in Section 3.8(b)(iv).

Unresolved Items has the meaning set forth in Section 2.9(d)(ii). “User Documentation” means explanatory and informational materials concerning the Company Products and Company Technology, in printed or electronic form, which any Seller has made available or otherwise released for distribution to customers or end-users of such Company Products and Company Technology, which may include manuals, descriptions, user or installation instructions, diagrams, printouts, listings, flow-charts and training materials, contained on visual media such as paper or photographic film, or on other physical storage media in machine readable form. “Willful Breach” means an intentional material breach of any covenant or other agreement (but excluding any representation or warranty) contained in this Agreement that is a consequence of an act undertaken by the breaching party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a material breach of this Agreement. “Working Capital Adjustment” means any amount (which may be expressed as a negative number) equal to the amount of the Closing Net Working Capital less the Target Working Capital. “Working Capital Release Amount” means five hundred thousand US dollars ($500,000). 1.2 Construction (a) Any reference in this Agreement to an “Article,” “Section,” “Exhibit” or “Schedule” refers to the corresponding Article, Section, Exhibit or Schedule of or to this Agreement, unless the context indicates otherwise. The table of contents and the headings of Articles and Sections are provided for convenience only and are not intended to affect the construction or interpretation of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein. All words used in this Agreement are to be construed to be of such gender or number as the circumstances require. The words “including,” “includes” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase will not mean simply “if”. The term “or” will not be deemed to be exclusive. The words “made available to the Purchaser” and words of similar import refer to documents (i) posted to the “15c GDM - DMS (S...

Unresolved Items shall have the meaning ascribed to such term in Section 2.4(a)(iv).