Estimated Closing Purchase Price Certificate definition

Estimated Closing Purchase Price Certificate shall have the meaning set forth in Section 1.5.

Estimated Closing Purchase Price Certificate has the meaning set forth in Section 2.4(a) of this Agreement.

Examples of Estimated Closing Purchase Price Certificate in a sentence

• The Estimated Closing Purchase Price Certificate will provide reasonable detail and supporting documentation with respect to the manner of its determination of the amounts thereof.

• Without limiting any of the Purchaser’s other rights or remedies hereunder, by no later than one (1) business day prior to the Closing Date, the Purchaser may propose any revisions to the calculations set forth in the Estimated Closing Purchase Price Certificate, which Seller shall consider in good faith, and to the extent Seller agrees to any such revisions, the Estimated Closing Purchase Price Certificate shall be promptly modified to reflect such revisions.

• The Estimated Closing Purchase Price Certificate will also include a completed Schedule 2.3(b).

• For the avoidance of doubt, if, for example, there is any difference between the amounts or information set forth on the Estimated Closing Purchase Price Certificate and the amounts or information set forth on the Closing Purchase Price Certificate, and an adjustment is made with respect thereto pursuant to Section 1.4, any Losses incurred by the Purchaser with respect to the specific facts giving rise to such adjustment shall not be recovered twice by operation of Section 1.4 and this Article 10.

• To facilitate the Closing, the amounts of Existing Indebtedness, Company Cash and the Federal Net Operating Loss Carryforward shall be determined based on the Estimated Closing Purchase Price Certificate delivered pursuant to Section 2.4. The Estimated Purchase Price (as estimated in accordance with the preceding sentence, the “Estimated Purchase Price”) shall be paid in accordance with Section 2.3 and shall be subject to adjustment pursuant to Section 2.7.

• The Leadership Development Committee will have the primary responsibility for preparing a slate of qualified members for leadership positions in the Church.

• At the Closing, the Purchaser will make the following payments of the Estimated Purchase Price, with any increase or decrease thereto shown on the Estimated Closing Purchase Price Certificate and approved by the Purchaser, by wire transfer as follows: (i) the Purchaser will pay the Debt Amount, if any, to the respective holders thereof, and (ii) the Purchaser will pay the balance to the Seller by wire transfer of immediately available funds to a bank account designated by Seller.

• All inventory of the Company reflected on the Interim Balance Sheet are of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, subject to the reserves in the Interim Balance Sheet for obsolete, damaged, defective, slow-moving or other irregular items or as reflected in the calculation of Closing Working Capital set forth in the Estimated Closing Purchase Price Certificate.