Examples of Final Purchase Price Statement in a sentence
Any payment due under this Section 2.5 shall be paid by wire transfer of immediately available funds to an account designated by GE Tennessee to Purchaser, or an account designated by Purchaser to GE Tennessee, as applicable, within three Business Days after the date on which the Final Purchase Price Statement becomes conclusive and binding on the Parties in accordance with the provisions of Section 2.4.
Within forty-five (45) days after receipt by Seller of the Proposed Final Purchase Price Statement, Seller must either inform Purchaser in writing that the Proposed Final Purchase Price Statement is acceptable, or deliver a written notice (the “Objection Notice”) to Purchaser setting forth in reasonable detail any objection or disagreement Seller has with respect to any items set forth in or missing from the Proposed Final Purchase Price Statement.
If Seller does not deliver an Objection Notice within such forty-five (45)-day period, such Proposed Final Purchase Price Statement and the Final Purchase Price reflected in the Proposed Final Purchase Price Statement will be final, conclusive, and binding on the Parties.
Sellers shall reimburse Buyer for Taxes of the Companies with respect to such periods within fifteen (15) days prior to any payment by Buyer or the Companies of such Taxes to the extent such Taxes were not accrued as a liability on the Final Purchase Price Statement and did not reduce the Purchase Price pursuant to Section 2.3 of this Agreement.
Not later than five (5) days prior to the Closing Date, Seller and Purchaser shall prepare and agree upon the Estimated Purchase Price Statement, which shall be used to determine the relative portions of the Purchase Price payable at the Closing pursuant to this Section 2.2. Not later than 25 days following the Closing Date, Seller and Purchaser shall prepare and agree upon the Special Adjustments necessary to adjust the Estimated Purchase Price Statement to the Final Purchase Price Statement.
Any such payment shall be made within 3 Business Days after the Final Purchase Price Statement becomes final.
For the avoidance of doubt, for purposes of the Final Purchase Price Statement, the Net Income for the portion of the month of the Closing included in the Interim Period shall be equal to (A) the Net Income for the month of the Closing, multiplied by (B) a fraction the numerator of which is the number of calendar days of the month of the Closing that are included in the Interim Period and the denominator of which is the total number of calendar days in the month of the Closing.
Lawsuit of Helm LLC against Itaú Corpbanca On December 20, 2016, Helm LLC filed a lawsuit in the New York State Supreme Court (“the State Court Lawsuit”) and a Request for Arbitration before the ICC International Arbitration Court (here on the “Arbitration”), against Itaú Corpbanca, CorpGroup Holding Inversiones Lade e Itaú Corpbanca Colombia (here on collectively the “Defendants”).
Any Pre-Closing Tax Obligations for which Seller is liable pursuant to this agreement and which are paid with respect to the filing of a Shared Tax Return shall be paid by Seller to Buyer by the due date of such Shared Tax Return, unless such Pre-Closing Tax Obligations are reflected on the Final Purchase Price Statement.
The Final Purchase Price Statement shall be prepared by Seller and Purchaser in accordance with the Statement Methodology by adjusting the Estimated Purchase Price Statement to only the Special Adjustments.