Determination of Closing Purchase Price. (a) Within 120 days after the Closing Date, the Buyer will deliver to the Representative a certificate (the “Closing Purchase Price Certificate”) executed by the Buyer setting forth an itemized statement of the Closing Working Capital, the Closing Cash and the Closing Indebtedness and a calculation of the Closing Purchase Price.
Determination of Closing Purchase Price. Within [90] days after the Closing Date, the Company will deliver to the Sellers a certificate (the “Closing Purchase Price Certificate”), executed by the Company, setting forth an itemized statement of the Closing Working Capital [and Assumed Indebtedness], and a calculation of the Closing Purchase Price based thereon. If the Sellers deliver written notice (the “Disputed Items Notice”) to the Company within 30 days after the date of delivery of the Closing Purchase Price Certificate, stating that the Sellers object to any items on the Closing Purchase Price Certificate, specifying the basis for such objection in reasonable detail and setting forth the Sellers’ proposed modifications to the Closing Purchase Price Certificate, the Sellers and the Company will attempt to resolve and finally determine and agree upon the Closing Purchase Price as promptly as practicable. If the Sellers and the Company are unable to agree upon the Closing Purchase Price within 30 days after delivery of the Disputed Items Notice, the Sellers and the Company will select an independent, nationally recognized accounting firm to resolve the disputed items specified in the Disputed Items Notice. If the Company and the Sellers are unable to agree on the selection of an accounting firm, the accounting firm will be chosen by the American Arbitration Association, with the expenses of the American Arbitration Association to be shared equally by the Company and the Sellers. The accounting firm shall address only the disputed items set forth in the Disputed Items Notice and may not assign a value greater than the greatest value claimed for such item by either party or smaller than the smallest value claimed for such item by either party. The accounting firm will (i) resolve the disputed items specified in the Disputed Items Notice and (ii) determine the Closing Purchase Price, as modified only by the resolution of such items. The determination of the selected accounting firm will be made within 60 days after being selected and will be final and binding upon the parties. The fees, costs and expenses of the accounting firm so selected will be borne by the party whose positions generally did not prevail in such determination, or if the accounting firm determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be borne 50% by the Sellers and 50% by the Company. If the Sellers do not deliver the Disputed Items Notice to the Company wit...
Determination of Closing Purchase Price. (a) At least three (3) but not more than seven (7) Business Days prior to the anticipated Closing Date, (a) Buyer shall notify Seller of the Closing Date Loan Balance, (b) Seller shall cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”) consisting of (i) a good faith estimate of the amount of the Expense Overruns as of the Cut-Off Time, if any (the “Estimated Expense Overruns”), (ii) a good faith estimate of the amount of the Unpaid Intercompany Receivables, if any (the “Estimated Unpaid Intercompany Receivables”), and (iii) the amount of any adjustment to the Base Purchase Price pursuant to this Section 2.03, and (c) Seller shall cause to be prepared and delivered to Buyer certificates of the chief financial officer of each Acquired Company, given solely in his or her capacity as the chief financial officer (and not in his or her individual capacity), that the Estimated Closing Statement has been prepared in accordance with this Section 2.03, and, with respect to the Expenses, SAP or GAAP, as applicable, consistently applied. The Estimated Closing Statement shall be prepared substantially in the form set forth in Schedule 2.04(a). The Closing Purchase Price will equal (A) the Base Purchase Price, less (B) the Closing Date Loan Balance, less (C) any Estimated Expense Overruns, less (D) the Indemnification Escrow Amount, less (E) the Banker Fees, less (F) the Estimated Unpaid Intercompany Receivables, less (G) the Pre-Closing Severance Payments.
Determination of Closing Purchase Price. (a) On the Closing Date, representatives of Buyer and Seller shall conduct a physical inventory of the Inventories and determine the Dollar Value of the Inventories as of the Closing Date, which determination shall be final and binding upon the Parties. The valuation of the Inventories will be in accordance with the CSI Method consistent with the Company’s use of the CSI Method prior to the Closing.
Determination of Closing Purchase Price. (i) Within forty-five (45) days after the Closing Date, Buyer will deliver to Sentex: (A) its proposed Closing Balance Sheet and (B) a certificate (the "Closing Purchase Price Certificate"), executed by Buyer, stating that such Closing Balance Sheet was prepared as provided in paragraph (b) of this section 1.02 and setting forth (W) a reconciliation of the changes to the proposed Closing Balance Sheet from the estimated Closing Balance Sheet, (X) the Net Asset Value, (Y) the Net Liabilities Amount and (Z) a computation of the Closing Purchase Price.
Determination of Closing Purchase Price. (a) Within sixty (60) days after the Closing Date, the Purchaser will deliver to Seller a certificate (the “Closing Purchase Price Certificate”) executed by the Purchaser setting forth (i) an itemized statement of Company Cash of the Company as of the close of business on the day prior to the Closing Date, (ii) an itemized statement of Existing Indebtedness of the Company as of the Closing Date, (iii) a calculation of the Federal Net Operating Loss Carryforward, (iv) a calculation of the Purchase Price and (v) a calculation of the difference between the Estimated Purchase Price and the Purchase Price.
Determination of Closing Purchase Price. (a) The Closing Purchase Price shall be equal to:
Determination of Closing Purchase Price. (a) Within 90 days after the Closing Date, the Buyer will deliver to the Seller a certificate (the "CLOSING PURCHASE PRICE CERTIFICATE"), setting forth an itemized statement of the Net Asset Value, a reconciliation of the changes made from the Estimated Purchase Price Certificate and a calculation of the Closing Purchase Price.
Determination of Closing Purchase Price. (a) Within one hundred twenty (120) days after the Closing Date, the Parent will deliver to the Agent, with a copy to the ENM Agent, a certificate (the “Closing Purchase Price Certificate”) executed by the Parent setting forth an itemized statement of Closing Working Capital, the final aggregate amount of HPM’s, ENM’s, the Company’s and its Subsidiaries’ cash and cash equivalents on hand at Closing and a calculation of the Closing Purchase Price.
Determination of Closing Purchase Price. To the extent that the determination of the Closing Purchase Price pursuant to Section 1.5 of the Share Purchase Agreement occurs prior to the Maturity Date and the Estimated Closing Purchase Price exceeds the Closing Purchase Price, the Original Principal Amount shall be reduced by such difference without any further action of Maker or Holder.
