Determination of the Final Purchase Price. (1) As soon as practicable, but no later than ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Equityholder Representative, Parent’s good faith proposed calculation of each of (A) the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Indebtedness, (D) the amount of Unpaid Transaction Expenses, (E) the Pre-Closing Distributable Earnings and (F) the Purchase Price, and, in each case, the components thereof and in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” Parent shall prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles. If Parent fails to timely deliver any of the Proposed Closing Date Calculations in accordance with the foregoing, then, at the election of the Equityholder Representative in its sole discretion, either (x) the Actual Adjustment shall be conclusively deemed to equal zero, (y) Parent shall deliver such Proposed Closing Date Calculation(s) within a later time period specified by the Equityholder Representative (it being understood that the last sentence of this Section 2.8(e)(i) shall apply each time that Parent subsequently fails to timely deliver any Proposed Closing Date Calculations) or (z) upon five (5) Business Days advance written notice to Parent, the Equityholder Representative shall retain an independent accounting firm of national reputation to provide an audit or other review of the Group Companies’ books and records, review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.8(e), the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Equityholder Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.8(e)(ii).
Determination of the Final Purchase Price. (i) As soon as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Lux Seller a proposed calculation of the amount of Closing Date Net Working Capital and Closing Date Indebtedness (collectively, the “Proposed Closing Date Calculations”) together with reasonable supporting detail with respect to Buyer’s calculations. Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles.
Determination of the Final Purchase Price. (i) As soon as practicable, but no later than ninety (90) days following the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to Seller, a statement setting forth Buyer’s good faith proposed calculation of (A) Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) Cash and Cash Equivalents, (C) Closing Date Indebtedness, (D) Unpaid Seller Expenses, (E) the Other Liabilities and (F) the Purchase Price, and, in each case, the components thereof and in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”. Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles, and Buyer shall not make any changes to the assumptions underlying the Accounting Principles (including levels of reserves used by the Group Companies with respect thereto).
Determination of the Final Purchase Price. (i) No later than 60 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Proposed Final Purchase Price Statement”) consisting of (x) a balance sheet of the Company as of the Closing Date but without giving effect to the Closing, prepared in good faith in accordance with the Accounting Principles and include the line items specified in Section 2.2 of the Company Disclosure Letter (the “Closing Balance Sheet”) and (y) a proposed calculation in reasonable detail of the Purchase Price (the “Proposed Final Purchase Price”).
Determination of the Final Purchase Price. If Buyer does not accept the Closing Balance Sheet prepared by Sellers' Representative or the Sellers' Representative's computation of Actual Closing Liabilities, Actual Current Assets and the Final Purchase Price, Buyer shall give written notice to Sellers' Representative within ten (10) days after receipt thereof. The notice shall set forth in detail the basis for Buyer's objections. If Buyer and Sellers' Representative are unable to resolve the dispute within thirty (30) days after delivery of Buyer's written notice, the parties shall engage KPMG Peat Marwick LLP or another mutually agreeable independent nationally recognized certified public accounting firm to resolve the dispute. The accounting firm shall compute Actual Closing Liabilities, Actual Current Assets and the Final Purchase Price in accordance with this Agreement and shall not have the power to alter, modify, amend, add to or subtract from any term or provision of this Agreement. The decision of such accounting firm shall be rendered within twenty (20) days of such engagement and shall be binding on the parties. Buyer on the one hand, and Sellers on the other, each shall pay one-half of the cost of the accounting firm.
Determination of the Final Purchase Price. (a)The base purchase price for the Shares for Sale will be equal to TWENTY-FIVE THOUSAND COLOMBIAN PESOS (COP$ 25,000.00) per Share in Sale (the "Base Price per Share"), for a total of FOURTEEN BILLION TWO HUNDRED AND THIRTY-SIX THOUSAND EIGHT HUNDRED AND FOURTEEN MILLION TWENTY-FIVE THOUSAND PESOS (COP$ 14,236,814,025,000.00), for all Shares for Sale (the "Base Purchase Price").
Determination of the Final Purchase Price. (i) As soon as practicable, but no later than seventy-five (75) days after the Closing Date, Parent shall prepare and deliver to the Representative, Parent’s good faith proposed calculation of (A) the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Indebtedness, (D) the amount of Unpaid Seller Expenses and (E) the Purchase Price, and, in each case, the components thereof and in a manner consistent with the definitions and other applicable provisions of this Agreement. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “
Determination of the Final Purchase Price. (a) As promptly as practicable, (i) but no later than 30 days after the Closing Date, Seller will deliver to Buyer a “Closing Date Balance Sheet” and (ii) but no later than 5 days after Buyer’s delivery of the 338(h)(10) Statement pursuant to Section 2.09 hereof, Seller shall deliver to Buyer a “
Determination of the Final Purchase Price. (a) Within forty five (45) calendar days after the Closing, the Buyer shall prepare and deliver to the Sellers a final determination of the Purchase Price, including a final determination of the Working Capital Amount, the Purchase Price Adjustment, the Closing Cash, the Closing Indebtedness and the Transaction Expenses (the “Final Statement”), and further including such schedules and data as may be appropriate to support such determinations. When making such determinations, the Buyer shall use the accounting and financial principles, practices, methodologies and policies historically used by the Sellers (and/or their Affiliates) with respect to the Target Companies and used in the preparation of the example calculation of the “Adjusted Net Working Capital” attached hereto as Exhibit 2.2. The Sellers shall be entitled to review any working papers, trial balances and similar materials relating to the Final Statement prepared by the Buyer, and the Buyer shall make any Representatives of the Buyer available to the Sellers to provide assistance to the Sellers as may be reasonably requested in connection with the Sellers’ review of the Final Statement.
Determination of the Final Purchase Price. (a) As soon as reasonably practicable following the Closing Date (but no later than ninety (90) days after the Closing Date), Buyer shall deliver to Seller a statement (as adjusted in accordance with this Section 2.10(a), the “Closing Statement”) setting forth Buyer’s good faith calculation of Net Working Capital, the Net Working Capital Adjustment Amount and the Indebtedness Amount, in each case, as of the Measurement Time and a calculation of the Purchase Price based thereon, in each case, including reasonably detailed calculations. The Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with the definitions set forth in this Agreement and the Accounting Principles. If Buyer does not deliver the Closing Statement to Seller within ninety (90) days after the Closing Date, then (x) Seller may prepare and deliver the Closing Statement within an additional thirty (30) days thereafter (at Seller’s sole expense) or (y) if Seller does not deliver such Closing Statement within such time period, the Estimated Closing Statement will be deemed to be the final and binding Closing Statement. If Seller elects to prepare the Closing Statement in accordance with the immediately preceding sentence, Buyer shall have the right to review and disagree with the Closing Statement as if it were Seller pursuant to Section 2.10(b)(i) and (ii).
