Purchase Price Components definition
Examples of Purchase Price Components in a sentence
The cost of the Independent Accountant’s review and report will be borne by Buyer, on the one hand, and Seller, on the other hand, in the same proportion that the dollar amount of the Disputed Purchase Price Components that are not resolved in favor of Buyer, on the one hand, and Seller, on the other hand, bears to the total dollar amount of the Disputed Purchase Price Components resolved by the Independent Accountant.
If, during such fifteen (15)-day period, Buyer and Seller are unable to reach agreement on the Disputed Purchase Price Components, they will promptly thereafter cause independent members of the dispute resolution group of Endispute, Inc.
The Independent Accountant’s determination of any Disputed Purchase Price Components and its calculation of the Purchase Price must be within the range of the amount thereof shown in the Closing Statement and the amount thereof shown in the Objection Notice.
The determination of the Arbitrator as to the Closing Working Capital and each of the Purchase Price Components will constitute an arbitral award that is final and binding upon the Parties and the Escrow Agent and may be entered as a judgment in any court of competent jurisdiction.
In making its calculation of the Closing Purchase Price, the Independent Accounting Firm may consider only the Disputed Purchase Price Components.
The Independent Accountant shall act as an arbitrator to determine whether the Purchase Price Components used in the calculation of the Estimated Purchase Price that remain disputed following the Resolution Period (the “Disputed Components”) were not prepared in accordance with the definitions thereof.
Unless within 30 calendar days after receipt of the Closing Statement Sellers deliver to Buyer a statement describing their objections to the Closing Statement (a “Statement of Objection”), the amount of the Closing Working Capital and each of the Purchase Price Components and the Purchase Price as reflected on the Closing Statement will be deemed final and binding on the Parties.
Following such 90-day period, Buyer shall be deemed to have accepted and agreed to the Seller’s calculation of each Purchase Price Component as set forth in the Estimated Closing Balance Sheet and the Estimated Closing Statement except with respect to each individual Purchase Price Component that is expressly disputed during such period by Buyer in the Closing Financial Data and any undisputed Purchase Price Components shall be deemed final, binding and conclusive on Buyer.
Unless Seller delivers a written dispute notice signed by Seller to Buyer on or prior to the 40th day after Seller’s receipt of the Closing Financial Data (a “Dispute Notice”) disputing the amounts set forth in the Closing Financial Data, then Seller shall be deemed to have accepted and agreed to, as of the Closing, Buyer’s calculation of the Purchase Price Components, and such calculation shall be final, binding and conclusive on Seller.
The Independent Accounting Firm’s determination of any Disputed Purchase Price Components and its calculation of the Closing Purchase Price must be within the range of the amount thereof shown in the Closing Statement and the amount thereof shown in the Objection Notice.