Purchase Price Elements definition
Examples of Purchase Price Elements in a sentence
During the thirty (30)-day period following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they have with respect to the matters specified in the Notice of Disagreement and agree on a final and binding determination of such disputed Purchase Price Element(s).
To the extent any Tax refund or credit paid to Seller pursuant to this Section 5.5 or reflected in the calculation of the Final Purchase Price Elements is subsequently disallowed or required to be returned to the applicable Taxing Authority, Seller agrees promptly to repay the amount of such refund, together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to Buyer.
Buyer shall promptly pay over to Seller the amount of any such refund or any such credit, less any reasonable out-of-pocket expenses or Taxes actually due as a result of such Tax refund, within five (5) days after the receipt or entitlement thereto, except to the extent such refund arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date or such refund was reflected in the calculation of the Final Purchase Price Elements.
Not earlier than thirty (30) and not later than twelve (12) days prior to the anticipated Closing Date, Seller shall in good faith prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth its calculation of (i) the Estimated Purchase Price and (ii) each of the Estimated Purchase Price Elements, together with reasonable supporting detail with respect to the calculation of such amounts.
Each of the Closing Date Purchase Price Elements shall be determined in a manner consistent with and in accordance with the Statement Principles.
At the end of such thirty (30)-day period, if no agreement on any such disputed Purchase Price Element(s) has been reached, then Seller and Purchaser shall submit in writing their positions with respect to any and all matters that remain in dispute and that were properly included in the Notice of Disagreement to an internationally recognized independent accounting firm (the “Accounting Firm”) for resolution of any and all such matters in accordance with the terms of this Agreement.
The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”).
If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties.
Notwithstanding anything herein to the contrary, the parties agree that the Closing Statement, and the component items and calculations therein, including the Final Cash Purchase Price Elements, shall be prepared in a manner consistent with the terms of (including the definitions contained in) this Agreement, including Exhibit B.
In case of non-payment by the Sellers of the amount of Damages accepted or otherwise finally determined in the delays set forth hereof, the Buyer shall be entitled to reduce the Additional Purchase Price Elements Payments payable to the Sellers (if any) as set forth in ARTICLE II.6.B (J).