Illustrative Calculation definition
Examples of Illustrative Calculation in a sentence
All adjustments to the Closing Cash Consideration shall be made (y) in accordance with the terms of this Agreement and, to the extent not inconsistent with this Agreement, in accordance with GAAP as consistently applied by EXCO in the preparation of the Illustrative Calculation of Effective Time Working Capital on Exhibit I-1 and, with respect to any items not reflected in such illustrative calculation, in the preparation of the Unaudited Financials and the Pro Forma Financials and (z) without duplication.
The Accounting Firm shall act as an expert, and not an arbitrator, and be instructed to resolve any such remaining Disputes in accordance with the Accounting Principles (and the applicable definitions contained therein) and the Illustrative Calculation of Adjusted Net Working Capital, within sixty (60) calendar days after its appointment.
Purchaser’s calculation of Working Capital as reflected in the Initial Post-Closing Statement shall be prepared in accordance with the Transaction Accounting Principles and in the format set forth on Exhibit B and shall contain the same line items, using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies as the Illustrative Calculation of Working Capital set forth as Exhibit B.
The Draft Working Capital Statement is to be prepared in accordance with IFRS applied on a basis consistent with the Illustrative Calculation.
The determination of the accounting firm will be final and binding upon the Parties and will not be subject to appeal, absent manifest error; provided however that the accounting firm will be bound by the methodology used in the Illustrative Calculation in making any determination.
Schedule 4.08(a) Illustrative Calculation of the Support Rate [***] *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission.
The Post-Closing Statement, and the components thereof, shall be in the form attached hereto as Exhibit F and shall be prepared in good faith in accordance with the terms of this Agreement, including the Adjustment Principles and the Illustrative Calculation of Net Working Capital, and the books and records of the Company and its Subsidiaries.
The Estimated Closing Statement shall be prepared in good faith by Seller Representative, and all of the individual elements thereof shall be prepared in accordance with the Accounting Principles and consistent with the Illustrative Calculation.
The Settlement Accountant shall be instructed to resolve any such remaining Disputes in accordance with the terms of this Agreement, including the Adjustment Principles and the Illustrative Calculation of Net Working Capital, and the books and records of the Company, within sixty (60) calendar days after its appointment.
The Post-Closing Statement, and the components thereof, shall be in the form attached hereto as Exhibit D and shall be prepared in good faith in accordance with the terms of this Agreement, including the Adjustment Principles, Illustrative Calculation of Accounts Payable and the Illustrative Calculation of Inventory and the books and records of the Company Subsidiaries.