Preliminary Valuation definition

Preliminary Valuation shall have the meaning given to the term under Article
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Preliminary Valuation means the preliminary value of $40,000,000 that was assigned to the Company prior to the Agreement Date.
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Preliminary Valuation has the meaning set forth in Section 9.4(a).
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Examples of Preliminary Valuation in a sentence

  • If Seller does not so object within such 30-day period, the Preliminary Valuation Date Balance Sheet and the Preliminary Working Capital set forth in the Preliminary Accounting Report shall be final and binding as the “Valuation Date Balance Sheet” and the Valuation Date Working Capital, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.

  • The Preliminary Valuation Date Balance Sheet and the Preliminary Valuation Date Working Capital, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Valuation Date Balance Sheet” and the Valuation Date Working Capital, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.

  • In the event that the Subsequent Valuation Date Statement deviates from the Preliminary Valuation Date Statement by more than five percent, then the Parties shall attempt in good faith to resolve any such deviation.

  • The Preliminary Required Adjustment as set forth on the Preliminary Valuation Date Report after giving effect to any Agreed Adjustments and to the resolution of objections pursuant to Article XIII, shall be final and binding as the Required Adjustment and the Valuation Date Report, respectively for purposes of this Agreement but shall not limit the covenants and agreements of the Parties set forth elsewhere in this Agreement.

  • The Preliminary Valuation Date Balance Sheet and the Preliminary Working Capital, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Valuation Date Balance Sheet” and the Valuation Date Working Capital, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.

  • The inventory valuation set forth in the Preliminary Valuation Date Working Capital Statement shall be based on the physical inventory to be taken by Buyers and the Sellers on a date agreed to by Buyers and Sellers and no more than 10 Business Days prior to the Closing Date (at which Representatives of Buyers and Sellers are to be present), as updated by the Acquired Companies’ inventory records for the period after the taking of such physical inventory through the Valuation Date.

  • Within 15 days following the Closing Date, Sellers shall prepare and deliver to Buyer a balance sheet of the Business as of the Closing Date (the “Closing Balance Sheet”) and with such adjustments applied in a manner consistent with the Preliminary Valuation Balance Sheet to determine the Valuation Net Asset Tangible Value as of such date (the “Closing Valuation Balance Sheet”).

  • In connection with any such special audit or determination or review of the Preliminary Valuation Date Balance Sheet or the Preliminary Purchase Price hereunder, Parent, the Shareholder Representative and, if applicable, the Accounting Firm shall exchange work papers and other information related to such audit or the determination of the Valuation Date Balance Sheet and the Closing Consideration hereunder with a view towards resolving any potential differences with respect thereto.

  • In the event the Representative does not so object within the Notice Period, the Preliminary Valuation Date Balance Sheet and the Preliminary Valuation Date Working Capital set forth in the Preliminary Accounting Report shall be final and binding as the “Valuation Date Balance Sheet” and the Valuation Date Working Capital, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.

  • In the event Consulting does not so object within such 30-day period, the Preliminary Required Adjustment and the Preliminary Valuation Date Report shall be final and binding as the "Required Adjustment" and the "Valuation Date Report", respectively, for purposes of this Agreement, but shall not limit the covenants and agreements of the Parties set forth elsewhere in this Agreement.