Determination of Final Closing Purchase Price Sample Clauses

Determination of Final Closing Purchase Price. (i) Within ninety (90) days after the Closing Date, Xxxxx shall prepare and deliver to the Representative a statement (the “Closing Statement”), setting forth Buyer's good faith determination of the . The Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with Section 2.02(e). If the Closing Purchase Price set forth on the Closing Statement as delivered by Buyer to the Representative pursuant to this Section 2.02(b)(i) exceeds the Estimated Closing Purchase Price, (A) Buyer shall, or shall cause the Company to, pay to the Representative an amount equal to such excess within three (3) Business Days after the delivery of the Closing Statement to the Representative pursuant to this Section 2.02(b)(i) and
Sample 1
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Determination of Final Closing Purchase Price. The Parties shall cause the Companies to provide, as soon as reasonably practicable and by no later than thirty (30) days after the Closing Date, a consolidated balance sheet, a consolidated profit and loss statement and related financial statements for the Companies as at the Closing Date (but excluding any post-Closing transactions) (hereinafter referred to as the "CONSOLIDATED CLOSING FINANCIAL STATEMENTS") prepared in accordance with the Accounting Principles (as if such Consolidated Closing Financial Statements were being prepared as of the close of an annual fiscal year). As soon as practicable and no later than thirty (30) days after the Consolidated Closing Financial Statements have been made available to the Buyer, the Buyer shall deliver to the Sellers a certificate (hereinafter referred to as the "ADJUSTMENT CERTIFICATE"), signed by an authorized representative of the Buyer, setting forth the amount of any adjustment, if any, to the Closing Purchase Price (hereinafter referred to as the "NET ADJUSTMENT AMOUNT") as well as in reasonable detail a computation of the Net Financial Debt at the Closing Date based on the information set forth in the Consolidated Closing Financial Statements. As from the date of the receipt of the Adjustment Certificate (such date being hereinafter referred to as the "ADJUSTMENT CERTIFICATE DELIVERY DATE"), the Sellers shall be entitled to, at their expense, conduct or cause to be conducted by the Sellers' Auditors a review of the Adjustment Certificate for the purpose of verifying the Net Adjustment Amount set forth in the Adjustment Certificate. Such review shall be finally completed by no later than thirty (30) days after the Adjustment Certificate Delivery Date. The Sellers' Auditors shall have all reasonable access to the accounting and other relevant books, accounts, records, contracts and other documents of the Companies as reasonably required in connection with their review of the audited Consolidated Closing Financial Statements and the Adjustment Certificate. The Sellers may deliver a written notice (the "DISPUTED ITEMS NOTICE") to the Buyer within thirty (30) days after the Adjustment Certificate Delivery Date stating the Sellers' objections to the Net Adjustment Amount set forth in the Adjustment Certificate, specifying in reasonable detail the basis for such objections and setting forth the Sellers' computation of the Net Adjustment Amount. Any Disputed Items Notice shall be accompanied by the related repor...
Sample 1
Determination of Final Closing Purchase Price. (a) Within 30 days after the Closing Date, the Company will deliver to the Purchaser a certificate (the "CLOSING PURCHASE PRICE CERTIFICATE") executed by the Company, setting forth an itemization of Closing Current Liabilities and a computation of the Closing Purchase Price. If the parties agree on the Closing Purchase Price, pursuant to Section 2.6(e), any additional payments will be made by the Purchaser to the Company or by the Company to the Purchaser, as the case may be, within 15 days of the delivery of the Closing Purchase Price Certificate to the Purchaser.
Sample 1
Determination of Final Closing Purchase Price. (i) Within thirty (30) days after the Closing Date, Buyer shall deliver to Seller a proposed good faith calculation (the “Closing Statement”) of: (A) the Net Working Capital Adjustment (the “Closing Date Net Working Capital Adjustment”), (B) the Closing Cash (the “Closing Date Cash”), (C) Excess Closing Cash (the “Excess Closing Cash Calculation”), and (D) Buyer’s calculation of the Closing Purchase Price (the “Purchase Price Calculation”). The Closing Statement, and each element thereof, shall be calculated in accordance with the Company’s standard accounting practices and be accompanied by reasonable supporting detail.
Sample 1
Determination of Final Closing Purchase Price. The Final Closing Purchase Price shall be an amount equal to the Initial Purchase Price, increased or decreased, as the case may be, by the amount, if any, by which the Closing Date Working Capital as determined by the Final Statement, is greater than or less than, as the case may be, the Target Working Capital.
Sample 1
Determination of Final Closing Purchase Price. (i) Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller Representative an unaudited consolidated balance sheet of the Company and its Subsidiaries prepared in good faith by Buyer as of the Adjustment Time, without giving effect to the Closing or the Transaction (the “Closing Balance Sheet”). Together with the Closing Balance Sheet (and based thereon to the extent applicable), Buyer shall deliver to Seller Representative a proposed good faith calculation (the “Closing Statement”) of: (A) the amount of Closing Cash and Cash Equivalents, (B) the Net Working Capital Adjustment, (C) the amount of Unpaid Seller Expenses, (D) the amount of Closing Indebtedness, (E) the amount of Unpaid Taxes, (F) the Closing Payroll Taxes, and (G) using the amounts referred to in clauses (A) through (F), the Final Closing Purchase Price. The Closing Balance Sheet and Closing Statement, and each element thereof, shall be prepared in accordance with the Accounting Principles and be accompanied by reasonable supporting detail.
Sample 1
Determination of Final Closing Purchase Price 
Sample 1
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Related to Determination of Final Closing Purchase Price

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Certificate of Adjusted Purchase Price or Number of Shares Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

  • Total Purchase Price (High Bid + Buyer’s Premium) $

  • Purchase Price Adjustment (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the "Purchase Price") shall be the amount equal to $1.00 (the "Purchase Price").

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