Final Selling Expenses definition
Examples of Final Selling Expenses in a sentence
Within 60 days following receipt by the Seller Representative of the Closing Statement, the Seller Representative shall deliver written notice to Buyer of any dispute it has with respect to the preparation or content of the Closing Statement, which shall specifically describe the basis of the Seller Representative’s dispute, determination and corresponding adjustments to the Final Working Capital, Final Cash, Final Company Debt and/or Final Selling Expenses (the “Notice of Disagreement”).
For purposes of this Agreement, the “Final Closing Statement” shall mean the Closing Statement, as finally determined (including by modification or adjustment) pursuant to Section 2.3(b) and Section 2.3(c), and the “Final Purchase Price” shall mean the Purchase Price as calculated based on the Final Working Capital, Final Cash, Final Closing Date Repayment Indebtedness and Final Selling Expenses set forth in the Final Closing Statement.
No later than ten (10) Business Days prior to the due date of any Tax Return, Seller shall pay to the Company, without duplication, the amount of Taxes shown due on any Tax Return and attributable to a Pre-Closing Period or the pre-Closing portion of the Straddle Period, as the case may be, except to the extent such Taxes were specifically included in the calculation of Final Closing Working Capital, Final Closing Indebtedness, or Final Selling Expenses.
If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Final Closing Working Capital, Final Closing Cash, Final Closing Indebtedness and Final Selling Expenses, and the Post-Closing Adjustment reflected in the Preliminary Adjustment Statement, shall be deemed to have been accepted by Seller.
Within 60 days after the Closing Date, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a closing statement (the “Closing Statement”), setting forth the Buyer’s proposed calculation of (i) the Final Cash, (ii) the Final Net Working Capital, (iii) the aggregate amount of the Final Company Debt, (iv) the aggregate amount of the Final Selling Expenses, and (v) the Final Adjustment.
Within sixty (60) days following receipt by the Representative of the Closing Statement, the Representative shall deliver written notice to Parent of any dispute it has with respect to the preparation or content of the Closing Statement, which shall specifically describe the basis of the Representative’s dispute, determination and corresponding adjustments to the Final Working Capital, Final Cash, Final Company Debt and/or Final Selling Expenses (the “Notice of Disagreement”).
If the Buyer and the Seller Representative are able to resolve all Disputed Items, the Closing Statement and the calculation of the Final Working Capital, Final Cash, Final Indebtedness, Final Selling Expenses and Final Employee Payments set forth therein, as modified by such resolutions, will be deemed final, non-appealable and binding among the Parties for all purposes of this Agreement.
With respect to the Stockholders or former non-employee holders of Options, such amounts shall be paid by Buyer within five Business Days from the date on which the Final Working Capital, Final Cash, Final Company Debt and Final Selling Expenses are finally determined pursuant to Section 2.3(c) by bank wire transfer of immediately available funds to the accounts designated in writing by the Seller Representative to Buyer.
Any Tax liabilities taken into account in Final Working Capital, Final Indebtedness or Final Selling Expenses in excess of the amount of such Taxes actually paid for the relevant tax period, shall be treated as a Tax refund to which the Seller is entitled pursuant to this Section 10.8. Any payments made pursuant to this Section 10.8 shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.
The Final Net Working Capital, Final Indebtedness, Final Selling Expenses and Final Cash, will be finally and conclusively determined to be, respectively, the mean of the values of each such item as set forth on the Adjustment Statement and the Final Determination.