Closing CIP Amount definition
Examples of Closing CIP Amount in a sentence
Dollars ($125,000,000) (the “Base Purchase Price”), minus (ii) Transaction Expenses, plus or minus (iii) as applicable, the Closing Date Net Asset Adjustment, plus (iv) the Closing CIP Amount, plus (v) the Specified Operating Expenses (the Base Purchase Price, as adjusted for the foregoing clauses (ii), (iii), (iv) and (v), and further pursuant to Section 2.04(e), the “Total Purchase Price”).
Prior to the Closing, Buyer may dispute in good faith in accordance with the terms of this Agreement, Seller’s estimate of the Closing Date Net Asset Adjustment, Closing CIP Amount or Specified Operating Expenses by delivering written notice of such dispute to Seller no later than 5:00 p.m. Pacific Time on the last Business Day before the Closing Date.
In no event shall Buyer’s failure to dispute any of the items set forth on the Preliminary Statement in any way limit Buyer’s right to calculate the Closing Date Net Asset Adjustment, the Closing CIP Amount, the Specified Operating Expenses or to otherwise prepare the Adjustment Statement, including with respect to items in the Preliminary Statement that Buyer did not dispute.