Final Purchase Price Adjustment Statement definition

Final Purchase Price Adjustment Statement has the meaning set forth in Section 2.4(c).

Final Purchase Price Adjustment Statement means the Purchase Price Adjustment Statement in the form set forth inthe Illustrative Final Purchase Price Adjustment Statement set forth in Exhibit B, as (i) agreed by Buyer and Seller, (ii) made final due to disputed items being below any applicable threshold, (iii) made final due to the failure of Seller to properly deliver a Purchase Price Dispute Notice pursuant to Section 2.9(b), or (iv) made final by an Accounting Arbitrator pursuant to Section 2.9(c).

Final Purchase Price Adjustment Statement means, the Purchase Price Adjustment Statement as made final in accordance with Section 1.6.

Examples of Final Purchase Price Adjustment Statement in a sentence

• To the extent that the quantities included on the count sheets of such stock-take are jointly agreed by Buyer and Seller, such results shall be binding on the parties hereto for purposes of determining the Closing Date Net Working Capital set forth in the Purchase Price Adjustment Statement and the Final Purchase Price Adjustment Statement.

• Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision, shall be the Final Purchase Price Adjustment Statement.

• In the event that Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Cash Amount, Seller shall pay Buyer an amount equal to the difference between the Closing Date Cash and the Estimated Closing Cash Amount.

• If Seller does not deliver a Purchase Price Dispute Notice within such forty-five (45)-day period, the Purchase Price Adjustment Statement, as delivered by Buyer to Seller, shall be the Final Purchase Price Adjustment Statement.

• In the event that Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Indebtedness Amount, Buyer shall pay Seller an amount equal to the difference between the Closing Date Indebtedness and Estimated Closing Indebtedness Amount.

• Buyer and Seller shall negotiate in good faith to resolve any Dispute Amounts and, if the parties are able to resolve all Dispute Amounts, the Purchase Price Adjustment Statement, as modified to reflect such resolution, shall be the Final Purchase Price Adjustment Statement.

• In the event thatClosing Date Net Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Date Net Working Capital by more than $250,000, Seller shall pay Buyer an amount equal to the difference between the Closing Date Net Working Capital and Estimated Closing Date Net Working Capital.

• The conclusions of the review group should be documented and retained in accordance with the requirements of CEL 31 ‘Records management: NHS Code of practice (Scotland)’.

• If GTY does not deliver a Purchase Price Adjustment Statement within such 90-day period, the Closing Date Statement shall be the Final Purchase Price Adjustment Statement.

• The Escrow Agreement will provide, among other things, that all amounts in the Purchase Price Escrow Account will be released in accordance with the amounts provided on the Final Purchase Price Adjustment Statement and paid pursuant to Section 1.5 and Section 1.6.

More Definitions of Final Purchase Price Adjustment Statement

Final Purchase Price Adjustment Statement means the Purchase Price Adjustment Statement as (a) agreed by Buyer and Seller, (b) made final due to the failure of Seller to properly deliver a Purchase Price Dispute Notice pursuant to Section 3.3(b), or (c) made final by an Accounting Arbitrator pursuant to Section 3.3(c).

Final Purchase Price Adjustment Statement shall have the meaning assigned to such term in Section 1.11(b).

Final Purchase Price Adjustment Statement substantially in the form contained in Attachment II hereto, setting forth in reasonable detail the Purchaser’s good faith calculation of the Purchase Price Adjustment for such Portfolio Segment as of the Closing Date, as derived from the Purchaser’s review of the financial and other books and records of the Portfolio Companies included in such Portfolio Segment and, based thereon, a statement of the Purchaser’s good faith calculation of the Post-Closing Payment.