Determination of the Final Purchase Price. (1) As soon as practicable, but no later than ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Equityholder Representative, Parent’s good faith proposed calculation of each of (A) the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Indebtedness, (D) the amount of Unpaid Transaction Expenses, (E) the Pre-Closing Distributable Earnings and (F) the Purchase Price, and, in each case, the components thereof and in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” Parent shall prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles. If Parent fails to timely deliver any of the Proposed Closing Date Calculations in accordance with the foregoing, then, at the election of the Equityholder Representative in its sole discretion, either (x) the Actual Adjustment shall be conclusively deemed to equal zero, (y) Parent shall deliver such Proposed Closing Date Calculation(s) within a later time period specified by the Equityholder Representative (it being understood that the last sentence of this Section 2.8(e)(i) shall apply each time that Parent subsequently fails to timely deliver any Proposed Closing Date Calculations) or (z) upon five (5) Business Days advance written notice to Parent, the Equityholder Representative shall retain an independent accounting firm of national reputation to provide an audit or other review of the Group Companies’ books and records, review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.8(e), the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Equityholder Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.8(e)(ii).
Determination of the Final Purchase Price. (i) As soon as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Lux Seller a proposed calculation of the amount of Closing Date Net Working Capital and Closing Date Indebtedness (collectively, the “Proposed Closing Date Calculations”) together with reasonable supporting detail with respect to Buyer’s calculations. Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles.
Determination of the Final Purchase Price. (i) As soon as practicable, but no later than ninety (90) days following the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to Seller, a statement setting forth Buyer’s good faith proposed calculation of (A) Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) Cash and Cash Equivalents, (C) Closing Date Indebtedness, (D) Unpaid Seller Expenses, (E) the Other Liabilities and (F) the Purchase Price, and, in each case, the components thereof and in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”. Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles, and Buyer shall not make any changes to the assumptions underlying the Accounting Principles (including levels of reserves used by the Group Companies with respect thereto).
Determination of the Final Purchase Price. (i) As soon as practicable, but no later than 55 days after the Closing Date, Buyer shall prepare and deliver to Seller, Buyer’s good faith (A) proposed calculation of the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) proposed calculation of the amount of Cash and Cash Equivalents, (C) proposed calculation of the amount of Closing Date Indebtedness, (D) proposed calculation of the amount of Unpaid Seller Expenses, (E) proposed calculation of the Tax Benefit Amount, and (F) proposed calculation of the Purchase Price, and, in each case, the components thereof and calculated in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “
Determination of the Final Purchase Price. (a)The base purchase price for the Shares for Sale will be equal to TWENTY-FIVE THOUSAND COLOMBIAN PESOS (COP$ 25,000.00) per Share in Sale (the "Base Price per Share"), for a total of FOURTEEN BILLION TWO HUNDRED AND THIRTY-SIX THOUSAND EIGHT HUNDRED AND FOURTEEN MILLION TWENTY-FIVE THOUSAND PESOS (COP$ 14,236,814,025,000.00), for all Shares for Sale (the "Base Purchase Price").
Determination of the Final Purchase Price. (i) As soon as practicable, but no later than seventy-five (75) days after the Closing Date, Parent shall prepare and deliver to the Representative, Parent’s good faith proposed calculation of (A) the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Indebtedness, (D) the amount of Unpaid Seller Expenses and (E) the Purchase Price, and, in each case, the components thereof and in a manner consistent with the definitions and other applicable provisions of this Agreement. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “
Determination of the Final Purchase Price. (i) As soon as practicable, but no later than 60 days after the Closing Date, the Company shall prepare and deliver to Seller, the Company’s good faith (A) proposed calculation of the Net Financial Position (and the related Net Financial Position Adjustment, if any), (B) proposed calculation of the amount of Closing Date Indebtedness, (C) proposed calculation of the amount of Unpaid Seller Expenses, (D) proposed calculation of the Purchase Price, and, in each case, the supporting calculations of the components thereof in reasonable detail and in a manner consistent with the definitions thereof, (E) proposed calculation of the Transaction Tax Benefit Amount, and (F) an itemized comparative table setting out all sums which are an increase or decrease to the Net Financial Position, Closing Date Indebtedness, Unpaid Seller Expenses and the Purchase Price as compared against the Estimated Purchase Price Calculation and which shall (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 on the Closing Date and (z) exclude the effect of any decision or event occurring on or after the Closing Date. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”. Buyer and the Company agree to prepare the Proposed Closing Date Calculations in a manner consistent with the definitions hereof (including the Accounting Principles) and the Group Companies’ past practices and Buyer and the Company shall not make any changes to the assumptions underlying the Accounting Principles (including levels of reserves used by the Group Companies with respect thereto). In furtherance of the foregoing, the Parties acknowledge and agree that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies.
Determination of the Final Purchase Price. 2.5.1 Within thirty (30) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement setting forth Purchaser’s good faith calculation of the actual Net Cash as of the Measurement Date, and the Post-Closing Adjustment (the “Closing Net Cash Statement”). The Closing Net Cash Statement shall be prepared using the Accounting Principles, and the Net Cash shall be calculated in accordance with the principles set forth in Schedule 2.4.
Determination of the Final Purchase Price. (i) No later than 60 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Proposed Final Purchase Price Statement”) consisting of (x) a balance sheet of the Company as of the Closing Date but without giving effect to the Closing, prepared in good faith in accordance with the Accounting Principles and include the line items specified in Section 2.2 of the Company Disclosure Letter (the “Closing Balance Sheet”) and (y) a proposed calculation in reasonable detail of the Purchase Price (the “Proposed Final Purchase Price”).
Determination of the Final Purchase Price. (a) As promptly as practicable, (i) but no later than 30 days after the Closing Date, Seller will deliver to Buyer a “Closing Date Balance Sheet” and (ii) but no later than 5 days after Buyer’s delivery of the 338(h)(10) Statement pursuant to Section 2.09 hereof, Seller shall deliver to Buyer a “
