Final Purchase Price Calculation Statement definition

Final Purchase Price Calculation Statement is defined in Section 2.4(c).

Final Purchase Price Calculation Statement shall have the meaning as set forth in Section 2.6(a). “Financial Statements” shall have the meaning as set forth in Section 4.11(a). “Former Real Property” shall mean any real property or facility formerly owned, leased or operated by the Target Companies.

Final Purchase Price Calculation Statement has the meaning set forth in Section 3.05(a).

Examples of Final Purchase Price Calculation Statement in a sentence

• If the Sellers dispute any aspect of the Final Purchase Price Calculation Statement or any of Purchaser’s Calculations, the Sellers shall so notify Purchaser within such 30-day period, and the Sellers shall have the right, and shall have the right to direct their accountants, to review and verify the accuracy of the Final Purchase Price Calculation Statement.

• Upon determination, in accordance with Section 2.5(b), of the Final Purchase Price Calculation Statement and the final calculations of the items to be included therein under Section 2.5(a), the Aggregate Purchase Price will be recalculated using such finally determined amounts.

• If the Sellers do not notify Purchaser of their dispute with respect to any aspect of the Final Purchase Price Calculation Statement or any of Purchaser’s Calculations within such 30-day period, then the Final Purchase Price Calculation Statement and Purchaser’s Calculations set forth therein shall be conclusive and binding upon Purchaser and Sellers.

• Upon the final determination, in accordance with Section 3.4(b), of the Final Purchase Price Calculation Statement and the final calculations of the amounts of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, the Aggregate Cash Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Cash Purchase Price calculated at or before the Closing.

• If Purchaser does not reject Sellers’ Calculations by written notice given to the Sellers within 30 days after Purchaser’s receipt of Sellers’ Calculations, then the Final Purchase Price Calculation Statement and Purchaser’s Calculations contained therein, as modified by Sellers’ Calculations, shall be conclusive and binding upon Purchaser and Sellers.

• The Final Purchase Price Calculation Statement shall contain a recalculation of the Aggregate Cash Purchase Price based on Purchaser’s Calculations.

• The Sellers and Purchaser shall be bound by the determination of the Remaining Disputed Items by the Independent Accounting Firm and such determination shall be used to determine the Final Purchase Price Calculation Statement.

• If the Seller Representative does not dispute any aspect of the Initial Purchase Price Calculation Statement or the amount of any of the Purchaser's Proposed Calculations within such 30-day period, then the Initial Purchase Price Calculation Statement and the Purchaser's Proposed Calculations shall be conclusive and binding upon Purchaser and the Sellers (the " Final Purchase Price Calculation Statement ").

• If the Sellers’ Representative disputes any aspect of the Final Purchase Price Calculation Statement or any of Purchaser’s Calculations, the Sellers’ Representative shall so notify Purchaser within such 30-day period, and the Sellers’ Representative shall have the right, and shall have the right to direct his accountants, to review and verify the accuracy of the Final Purchase Price Calculation Statement.

• The Final Purchase Price Calculation Statement shall contain a recalculation of the Aggregate Purchase Price based on the amount of the Net Working Capital Adjustment and using only information known or knowable as of the Closing Date and not taking into account events occurring after the Closing Date.