Purchase Price Adjustment Statement has the meaning set forth in Section 2.4(a).

Purchase Price Adjustment Statement shall have the meaning set forth in Section 2.5.

Purchase Price Adjustment Statement has the meaning set forth in Section 1.8(a).

Examples of Purchase Price Adjustment Statement in a sentence

For the purpose of preparing the Purchase Price Adjustment Statement, Buyer shall conduct a physical stock-take of the inventory included in Current Assets and located at the Companies’, their Subsidiaries’ and Schering-Plough Canada, Inc.’s material warehouses; Seller (or its representatives) shall participate in such stock-take.
To the extent that the quantities included on the count sheets of such stock-take are jointly agreed by Buyer and Seller, such results shall be binding on the parties hereto for purposes of determining the Closing Date Net Working Capital set forth in the Purchase Price Adjustment Statement and the Final Purchase Price Adjustment Statement.
Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision, shall be the Final Purchase Price Adjustment Statement.
In the event that Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Cash Amount, Seller shall pay Buyer an amount equal to the difference between the Closing Date Cash and the Estimated Closing Cash Amount.
If Seller does not deliver a Purchase Price Dispute Notice within such forty-five (45)-day period, the Purchase Price Adjustment Statement, as delivered by Buyer to Seller, shall be the Final Purchase Price Adjustment Statement.

More Definitions of Purchase Price Adjustment Statement

Purchase Price Adjustment Statement shall have the meaning ascribed to such term in Section 2.04.

Purchase Price Adjustment Statement. As defined in Section 3.2(b).

Purchase Price Adjustment Statement setting forth its calculation of the Net Working Capital as of the Closing, including its calculation of Inventory Value. For the avoidance of doubt, in the preparation of the Purchase Price Adjustment Statement and the calculation of the Inventory Value, the Preliminary Inventory Value when determining Inventory Value calculated pursuant to Section 2.06(a) shall not be subject to review or adjustment. If the Net Working Capital shown in the Purchase Price Adjustment Statement is greater than (resulting in a payment due to the Sellers), or less than (resulting in a payment due to Buyer), the Estimated Net Working Capital, then Buyer or the Sellers, as applicable, shall pay the other, in accordance with the procedures of Section 2.06(f), the amount of such difference (any such payment, a “Purchase Price Adjustment”).

Purchase Price Adjustment Statement is defined in Section 1.6(b).

Purchase Price Adjustment Statement shall have the meaning set forth in Section 2.3(a).

Purchase Price Adjustment Statement has the meaning set forth in 2(e) below.

Purchase Price Adjustment Statement setting forth in reasonable detail Acquiror’s good faith calculation, as of the Closing, of (i) the Closing Working Capital (the “Final Closing Working Capital”) and the resulting Working Capital Adjustment, (ii) the aggregate amount of Closing Cash (the “Final Closing Cash”), (iii) the amount of Closing Indebtedness (the “Final Closing Indebtedness”), (iv) the amount of unpaid Transaction Expenses (the “Final Unpaid Transaction Expenses”), (v) the amount of unpaid Intercompany Balances (the “Final Unpaid Intercompany Balances”), and (vi) Acquiror’s calculation of Aggregate Consideration and the amount of any payments required pursuant to Section 1.8(c), in each case, based on the foregoing calculations derived from the Purchase Price Adjustment Statement.