Final Purchase Price Determination. (a) No later than five (5) Business Days before the Initial Closing Date or any Subsequent Closing Date, Sellers shall deliver or cause to be delivered to Purchaser, at Sellers’ expense a statement (which statement shall have been prepared in accordance with U.S. GAAP on a basis consistent with the accounting principles, practices and procedures used in the preparation of the Financial Statements) setting forth (and accompanied by such documentation as Purchaser may reasonably request) a calculation of the Sellers Allocated Payment and the Minority Equity Allocated Payment (each, a “Sellers Allocated Payment Statement”), and itemizing, as applicable, with respect to each Initial Acquired Company or Subsequent Acquired Company that is the subject of the Initial Closing Date or Subsequent Closing Date: (i) the total Acquired Company Cash, (ii) the total Intercompany Debt Receivables of such Acquired Company and (iii) the total Acquired Company Debt, in each case estimated as of 12:01 a.m. New York time on the applicable Closing Date and calculated as of a date no earlier than five (5) Business Days prior to the Initial Closing Date or any Subsequent Closing Date. The amount of Acquired Company Debt set forth in a Sellers Allocated Payment Statement is referred to as the “Estimated Acquired Company Debt” for the applicable Initial Closing Date or any Subsequent Closing Date. The amount of Acquired Company Cash set forth in a Sellers Allocated Payment Statement is referred to as the “Estimated Acquired Company Cash” for the applicable Initial Closing Date or any Subsequent Closing Date. The amount of Intercompany Debt Receivables of such Acquired Company set forth in the Sellers Allocated Payment Statement is referred to as the “Estimated Acquired Company Intercompany Debt Receivables” for the applicable Initial Closing Date or any Subsequent Closing Date. Promptly upon Purchaser’s request, Sellers shall make available to Purchaser copies of the work papers and back-up materials used by Sellers in preparing the Sellers Allocated Payment Statements and such other documents as Purchaser may reasonably request in connection with its review of the Sellers Allocated Payment Statements.
Final Purchase Price Determination. (a) The Final Purchase Price shall be equal to the Preliminary Purchase Price, (i)(A) plus, if the Final Net Working Capital as determined pursuant to Section 3.2(b) exceeds the Estimated Net Working Capital, the amount of such excess, or (B) minus, if the Estimated Net Working Capital exceeds the Final Net Working Capital as determined pursuant to Section 3.2(b), the amount of such excess, (ii)(A) plus, if the Final Cash Amount as determined pursuant to Section 3.2(b) exceeds the Estimated Cash Amount, the amount of such excess, or (B) minus, if the Estimated Cash Amount exceeds the Final Cash Amount as determined pursuant to Section 3.2(b), the amount of such excess, (iii) (A) minus, if the Final Indebtedness Amount as determined pursuant to Section 3.2(b) exceeds the Estimated Indebtedness Amount, the amount of such excess, or (B) plus, if the Estimated Indebtedness Amount exceeds the Final Indebtedness Amount as determined pursuant to Section 3.2(b), minus (iv) any Final Excess Sales Margin determined pursuant to Section 3.2(b), the amount of such excess (the difference between the Preliminary Purchase Price and the Final Purchase Price, the "Final Closing Adjustment").
Final Purchase Price Determination. The Final Purchase Price shall be equal to (A) the Preliminary Purchase Price, plus (B) the Post-Closing Adjustment, and minus (C) the Final Pension Funding Amount, if any, as determined pursuant to Section 2.4(a).
Final Purchase Price Determination. (i) The “
Final Purchase Price Determination. (i) The Final Purchase Price shall be equal to the Preliminary Purchase Price, (w) plus, if the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii) exceeds the Estimated Net Working Capital, the amount of such excess, (x) minus, if the Estimated Net Working Capital exceeds the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii), the amount of such excess, (y) plus, if the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii) exceeds the Estimated Closing Cash Amount, the amount of such excess, (z) minus, if the Estimated Closing Cash Amount exceeds the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii), the amount of such excess (the difference between the Preliminary Purchase Price and the Final Purchase Price, the “Final Closing Adjustment”).
Final Purchase Price Determination. (i) Promptly upon the determination of the Final Adjustment Amounts, the parties shall determine the amount that would have been paid pursuant to Section 2.2 if the Final Adjustment Amounts had been substituted for the Estimated Closing Cash, Estimated Closing Indebtedness and the Estimated Closing Net Working Capital, respectively.
Final Purchase Price Determination. (i) The Final Purchase Price shall be an amount equal to the Preliminary Purchase Price, (u) plus, if the Final Net Working Capital as
Final Purchase Price Determination. (i) Within ninety (90) days after the Closing Date, the Buyer shall deliver to the Seller a statement (the “Closing Statement”) setting forth the Buyer’s good- faith calculation of (A) Closing Net Working Capital, (B) Closing Cash, (C) Seller
Final Purchase Price Determination. The parties agree that the determination of the Purchase Price set forth in Section 1 of this Agreement shall be final and binding on the parties, with the same effect as if an Acceptance Notice had been delivered pursuant to Section 2.2(d) and payment had been made in accordance with Sections 2.2 and 2.3 of the Purchase Agreement. The procedures set forth in Section 2.2 of the Purchase Agreement shall be of no further force or effect. Buyer and Parent hereby absolutely, unconditionally and irrevocably release Sellers, Shareholder and the affiliates thereof from and against any and all liabilities or claims of any kind in connection with or related to the Final Balance Sheet, whether asserted or unasserted prior hereto, whether known or unknown, or whether arising prior to or subsequent to this Settlement Agreement. For the avoidance of doubt, the release set forth herein shall be understood to include (without limitation) the obligations of Sellers under the purported agreements with Xx. Xxxx Xxxxx and Mr. Xxx Xxxxx and any other agreements of the Business for which an accrual could or should have been made on the Final Balance Sheet, which obligations shall be borne by Buyer. The preceding sentence shall not prejudice the rights of Buyer under any provisions of the Purchase Agreement other than Sections 1.5, 2.2 and 2.3 thereof.
Final Purchase Price Determination. (i) The “Final Cash Purchase Price” shall mean an amount equal to the (1) Preliminary Cash Purchase Price (2) (x) plus, if the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii) exceeds the Estimated Net Working Capital, the amount of such excess, (y) minus, if the Estimated Net Working Capital exceeds the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii), the amount of such excess (the “Final Closing Adjustment”), (3) (x) plus if the Primary U.S. Asset Transfer Amount exceeds the Estimated U.S. Asset Transfer Amount, the amount of such excess, (y) minus, if the Estimated U.S. Asset Transfer Amount exceeds the Primary U.S. Asset Transfer Amount, the amount of such excess (the “Final Pension Adjustment”). The “Final Purchase Price” shall mean the Final Cash Purchase Price and the Buyer Stock Consideration, together. (ii) Buyer or Seller, as the case may be, shall, within five (5) Business Days after the determination of the Final Net Working Capital pursuant to Section 2.3(b)(ii) make payment to the other by wire transfer of immediately available funds to one or more accounts designated by the other of the amount of the Final Closing Adjustment as determined pursuant to Section 2.3(c)(i). Notwithstanding the foregoing, Seller agrees to make one or more installment payments toward the payment provided for in the first sentence of this Section 2.3(c)(ii) at such times as amounts reflected in the calculation of the Final Net Working Capital become fixed and are not Disputed Items and the non-Disputed Items are such that a payment would be due and owing to Buyer pursuant to the first sentence of this Section 2.3(c)(ii). Similarly, Buyer agrees to make one or more installment payments toward the payment provided for in the first sentence of this Section 2.3(c)(ii) at such times as amounts reflected in the calculation of the Final Net Working Capital become fixed and are not Disputed Items and the non-Disputed Items are such that a payment would be due and owing to Seller pursuant to the first sentence of this Section 2.3(c)(ii). The final installment payment to be made after the determination of Final Net Working Capital shall take into account all previously-made installment payments. (iii) Buyer or Seller, as the case may be, shall within five (5) Business Days after the U.S. Pension Transfer Date make payment to the other by wire transfer of immediately available funds to one or more accounts designated by the other of...
