Purchase Price Adjustment Certificate definition

Purchase Price Adjustment Certificate. A statement of the Purchase Price Adjustment Amount (specifying whether the Purchase Price is to be increased or decreased by such amount), which shall be certified by an officer of Seller.

Purchase Price Adjustment Certificate means with respect to the El Paso PSA, Xxxx-XxXxx PSA and/or Valero PSA, a certificate of a Responsible Officer of the Borrower delivered pursuant to Section 6.02(f) specifying the amount of any Purchase Price Decrease under the El Paso PSA, Xxxx-XxXxx PSA and/or Valero PSA, and the date of receipt by a Company of any monies resulting from such Purchase Price Decrease.

Purchase Price Adjustment Certificate has the meaning specified in Section 2.6(a).

Examples of Purchase Price Adjustment Certificate in a sentence

• Within thirty (30) days after delivery of the Purchase Price Adjustment Certificate, Purchaser shall notify Seller on behalf of Seller, whether Purchaser agrees or disagrees with the determination of the Purchase Price Adjustment Amount set forth in the Purchase Price Adjustment Certificate.

• As soon as reasonably practicable, and in any event within sixty (60) days following the Closing Date, Seller shall deliver to Purchaser the Purchase Price Adjustment Certificate.

• If the representatives of Purchaser and Seller are unable to agree upon such determination of the Purchase Price Adjustment Amount within twenty (20) business days after Purchaser's receipt of such notification, Seller shall select an independent accounting firm from a list of three (3) such firms provided by Purchaser, which firm shall audit the Purchase Price Adjustment Certificate and determine the Purchase Price Adjustment Amount.

• In the event Buyer shall fail to deliver the Closing Report and the Closing Statement within such 30-day period, the Purchase Price Adjustment Certificate will be treated as the Closing Statement for purposes of Section 3.1 or 3.2, as applicable.

• The Purchase Price Adjustment Certificate shall include a computation of any reduction in the Purchase Price caused by the failure of one or more Seller's to deliver on the Closing Date their respective interests in the Transferred Assets.

• Following the delivery of the Purchase Price Adjustment Certificate to Buyer, the Sellers and Buyer shall discuss the Segregated Account Estimate and the Sellers’ Price Estimate and endeavor to resolve any differences.

• Holders’ Representative may dispute amounts reflected on the Closing Balance Sheet and the calculations set forth on the Purchase Price Adjustment Certificate by notifying Parent in writing on or before the 30th day following its receipt thereof, which notice shall specify each item in dispute and the amount thereof, and shall set forth in reasonable detail the basis for each such dispute.

• More particularly, the referring court enquires whether the exclusive jurisdiction applies only if pro- ceedings (with erga omnes effect) are brought to declare the patent invalid, or also if in an action con- cerning patent infringement one of the parties pleads that the patent is invalid or a nullity.

• Upon acceptance by the Administrative Agent of a satisfactory Purchase Price Adjustment Certificate, all references to the “Initial Term Loans” and the “Initial Term Loan Commitments” contained herein shall be and be deemed to be references to the Initial Term Loans and the Initial Term Loan Commitments as adjusted in accordance with this Section 2.1(a).

• CIL shall prepare the Closing Date Purchase Price Adjustment Certificate in accordance with Colombian GAAP applied on a basis consistent with the preparation of the Colombian Companies’ financial statements.

More Definitions of Purchase Price Adjustment Certificate

Purchase Price Adjustment Certificate shall have the meaning specified in Section 3.3(b).

Purchase Price Adjustment Certificate shall have the meaning given such term in Section 2.4(a).

Purchase Price Adjustment Certificate. Section 6.3(m) “Registered Intellectual Property” Section 2.21 “Restricted Period” Section 5.13(a) “Review Period” Section 1.4(c) “Section 338(h)(10) Election” Section 5.15(d)(i) “Section 338 Forms” Section 5.15(d)(ii) “Securities Act” Section 2.5(b) “SEC” Section 4.1(l) “Seller” Preamble “Seller Closing Certificate” Section 6.3(a) “Seller Guarantees” Section 5.18 “Seller Indemnitees” Section 7.1(b) “Seller Party” Section 5.15(e)(ii) “Seller Schedule” ARTICLE II.A “Shares” Recitals “Subject Party” Section 7.4(e)