Final Determination of Purchase Price. The Purchase Price, taking into account all adjustments and prorations, will be determined finally, and additional payment by Purchaser to Seller or refund by Seller to Purchaser, as appropriate, will be made, in accordance with the following procedures:
1. Within seventy (70) days after the Closing Date, Purchaser will deliver to Seller “Purchaser’s Statement,” setting forth Buyer’s determination of the amount of the Purchase Price and the calculation thereof, taking into account all adjustments and prorations through the sixtieth (60th) day following Closing. If Seller disputes the amount of the Purchase Price determined by Purchaser, Seller shall deliver to Purchaser within fifteen (15) days after receipt of Purchaser’s Statement, “Seller’s Statement,” setting forth Seller’s determination of the final Purchaser Price. If Seller notifies Purchaser of Seller’s acceptance of Purchaser’s Statement, or if Seller otherwise fails to deliver Seller’s Statement within said fifteen (15) day period, Purchaser’s determination shall be final and payment shall be made thereon and in accordance therewith. Purchaser shall offset any debit adjustments to the Purchase Price against the Promissory Note.
2. Purchaser and Seller shall use their good faith efforts to resolve any dispute regarding the determination of the Purchase Price. If the parties are unable to resolve the dispute within fifteen (15) days following the delivery of the later of Purchaser’s Statement or Seller’s Statement, each of Purchaser and Seller shall select an independent arbitrator who shall be knowledgeable and experienced in share acquisitions, and the two (2) arbitrators so chosen shall attempt to resolve the dispute. If they are not able to do so within forty-five (45) days following the delivery of the later of Purchaser’s Statement or Seller’s Statement, as the case may be, the two (2) arbitrators shall agree upon a third (3rd) arbitrator, and the dispute shall be resolved by the decision of the majority of the arbitrators, which shall be conclusive and binding on the parties. Any fees of the arbitrators shall be split equally between the parties. All payments due under the Promissory Note shall be suspended until such time as resolution is reached, without penalty to Purchaser.
Final Determination of Purchase Price. (i) CSL shall deliver to Buyer at least six Business Days prior to the Closing a closing statement (the “Estimated Closing Purchase Price Certificate”) setting forth the calculation of CSL’s good faith estimate of the Purchase Price (the “CSL Price Estimate”), including a detailed presentation of the calculations of the items comprising Closing Net Cash and Closing Net Working Capital, which calculations shall be prepared using accounting methods, policies, practices, procedures, classifications and estimation methodologies as set forth on Schedule 2.4(a) (“Accounting Procedures”). Buyer shall deliver to CSL in writing no later than three Business Days after its receipt of Estimated Closing Purchase Price Certificate a notice (an “Estimated Purchase Price Objection Notice”) reasonably describing (giving consideration to the time period and information available to Buyer for such review) any good faith objections it may have to the CSL Price Estimate as set forth on the Estimated Closing Purchase Price Certificate and its reasons therefor together with the calculation of Buyer’s good faith estimate of the Purchase Price (the “Buyer Price Estimate”), including a detailed presentation of its calculations of the items comprising Closing Net Cash and Closing Net Working Capital, which calculations shall be prepared using the same Accounting Procedures as were used to determine the Reference Working Capital, as set forth on Schedule 2.4(a).
(ii) If Buyer fails to deliver to CSL an Estimated Purchase Price Objection Notice within three Business Days of its receipt of the Estimated Closing Purchase Price Certificate, then the CSL Price Estimate as set forth on the Estimated Closing Purchase Price Certificate shall be the “Closing Date Purchase Price Amount” for purposes of Section 2.3(b).
(iii) If Buyer delivers to CSL an Estimated Purchase Price Objection Notice within three Business Days of its receipt of the Estimate Closing Purchase Price Certificate, then CSL and Buyer shall work together in good faith to resolve any disagreements relating to the calculation of the Estimated Purchase Price set forth on the Estimated Closing Price Certificate. Each of CSL and Buyer shall also have the opportunity to revise their respective Price Estimates, including any revisions necessary to bring that difference to less than U.S. $10,000,000, and no such revisions shall in any event constitute an admission against interest, admission that the CSL Price Estimate or Buyer Pric...
Final Determination of Purchase Price. 20 3.3.4 Interest on Final Payment............................20 3.3.5 Payments.............................................20 3.4
Final Determination of Purchase Price. Upon the acceptance of the Closing Date Statement by Buyer, or upon resolution of any disputed amount in accordance with the provisions of Section 3.3.2 above, the parties shall, based thereupon, calculate the final Purchase Price. If the Purchase Price as finally determined is greater than the Closing Date Payment, Buyer shall promptly, but no later than three (3) Business Days after such acceptance or resolution, pay to Seller the amount of such difference. If the Purchase Price as determined above is less than the Closing Date Payment, Seller shall promptly, but no later than three (3) Business Days after such acceptance or resolution, pay to Buyer the amount of such difference.
Final Determination of Purchase Price. The Purchase Price, taking into account all adjustments and prorations, will be determined finally, and additional payment by Buyer to Seller or refund by Seller to Buyer, as appropriate, will be made, in accordance with the following procedures:
(1) Within 60 days after the Closing Date, Buyer will deliver to Seller a statement setting forth Buyer's determination of the amount of the Purchase Price and the calculation thereof, taking into account all prorations. If Seller disputes the amount of the Purchase Price determined by Buyer, Seller shall deliver to Buyer within 30 days after his receipt of Buyer's statement a statement setting forth his determination of the amount thereof. If Seller notifies Buyer of his acceptance of Buyer's statement, or if Seller otherwise fails to deliver his own statement within the 30 day period specified in the preceding sentence, Buyer's determination shall be final and payment shall be made thereon. Debit adjustments, if any, to the Purchase Price, shall be applied to the promissory note.
(2) Buyer and Seller shall use their good faith efforts to resolve any dispute involving the determination of the Purchase Price. If the parties are unable to resolve the dispute within 15 days following the delivery of Seller's statement, each of Buyer and Seller shall select an independent arbitrator who shall be knowledgeable and experienced in the operation of telecommunication systems, and the two arbitrators so chosen shall attempt to resolve the dispute. If they are not able to do so within 45 days following the delivery of Seller's statement, the two arbitrators shall agree upon a third arbitrator and the dispute shall be resolved by the decision of the majority of the arbitrators, which shall be conclusive and binding on the parties. Any fees of the arbitrators shall be split equally between the parties.
Final Determination of Purchase Price. (a) The determination of the actual Purchase Price shall be accomplished after the Closing Date. Buyer shall take an inventory and prepare a valuation of the Xxxxxx Byproducts and a statement of the amount of the final payment payable by Buyer and deliver the same to Seller within sixty (60) days of the Closing Date (the "Final Payment Determination"). Seller shall have thirty (30) calendar days following the date of receipt of the Final Payment Determination to give a notice to Buyer of any objection(s) to the Final Payment Determination or the computation of the actual Purchase Price ("Notice of Objection"). The Notice of Objection shall identify, in detail, that aspect of the Final Payment Determination or the computation of the actual Purchase Price to which objection is made, and in terms of the actual Purchase Price, the amount(s), if any, in dispute. If no Notice of Objection is delivered by Seller within the 30-day period, the Final Payment Determination and computation of the actual Purchase Price shall be deemed accepted and binding upon the parties on the last day of such period.
(b) If Seller issues a Notice of Objection regarding the Final Payment Determination, the Seller and Buyer, together with their representatives, shall promptly meet, confer and negotiate in good faith with a view to resolving any and all differences. If such negotiations fail to resolve all differences or disputes within fifteen (15) calendar days after Notice of Objection, either party may submit the dispute or controversy arising out of or related to a Notice of Objection to PriceWaterhouseCoopers or another mutually agreed upon accounting firm of national reputation, who shall determine the book value of the Xxxxxx Byproducts on behalf of the Buyer and Seller and the parties shall be bound by such determination. Buyer and Seller shall equally bear the cost of such valuation.
(c) Differences in the estimated and final Purchase Price shall be addressed as follows:
(i) To the extent it is determined pursuant to Section 1.8(a) and (b), that the final Purchase Price exceeds the Closing Date Payment, the difference shall be paid to Seller within five (5) business days of determination
(ii) To the extent it is determined pursuant to Section 1.8(a) and (b), that the final Purchase Price is less than Closing Date Payment, and the difference shall be refunded by the Seller to the Buyer from the Escrow Fund within five (5) business days of determination.
Final Determination of Purchase Price. The Purchase Price shall be determined by adding to or subtracting from the Estimated Purchase Price, as the case may be, as the parties may mutually agree.
Final Determination of Purchase Price. (i) If Seller does not deliver an objection to the Reconciliation Statement within the thirty-day period provided in Section 2.4(b) or if Seller delivers a written notice accepting the Reconciliation Statement prior to the end of the thirty-day period, the Reconciled Purchase Price shown on the Reconciliation Statement shall be deemed to be the final amount of the Purchase Price for purposes of making any adjustment required pursuant to Section 2.4(e).
(ii) If Seller delivers an objection to the Reconciliation Statement within the thirty-day period provided in Section 2.4(b)) and, following good faith negotiation of the disputed items, Purchaser and Seller reach agreement on the amount of the Reconciled Purchase Price (whether by resolving each disputed item to their mutual satisfaction or compromising any or all disputed items), then the amount of the Purchase Price so agreed by them will be deemed to be the final amount of the Purchase Price for purposes of making any adjustment required pursuant to Section 2.4(e).
(iii) If Seller delivers an objection to the Reconciliation Statement within the thirty-day period provided in Section 2.4(b) and, following good faith negotiation of the disputed items, the Parties are unable to reach agreement, then the final amount of the Purchase Price for purposes of making any adjustment required pursuant to Section 2.4(e) shall be determined in accordance with Section 2.4(d).
Final Determination of Purchase Price. The final Purchase Price shall be calculated and paid in the manner set forth in this Section 3.5 upon completion of the Inventory count. At Buyer’s option, Seller shall ship all Inventory, as Buyer’s sole cost and expense, to Buyer’s warehouse in Fox Lake, Wisconsin or continue to hold the Inventory in accordance with the terms and conditions of the Warehousing Agreement. Buyer shall have thirty (30) days to count the Inventory, and shall advise Seller of any discrepancy in the physical count of the Inventory shipped to Buyer or any dispute as to the valuation of the Inventory as shown on the Inventory Report, setting forth in reasonable specificity the reason for the objection (each an “Objection,” or collectively, the “Objections”). Thereafter, Buyer and Seller shall endeavor in good faith, for a period not to exceed twenty one (21) days from the date of delivery of such notice, to resolve the Objections. If Buyer fails to submit a written Objection within forty-five (45) days following the Closing, the value of the Inventory as set forth in such Inventory Report shall be deemed final and binding. If at the end of the 21-day period there are any unresolved Objections, Seller and Buyer shall submit the calculation and resolution of such unresolved Objections to Xxxxx Xxxxx Xxxxxxx Xxxxxx, LLP or another independent public accounting firm of recognized national standing that they agree upon in writing. If Buyer and Seller have not agreed on an independent public accounting firm by the end of the 21-day period referred to above, such firm shall be selected by lot from those independent public accounting firms of recognized national standing in the United States that are willing to act (the independent public accounting firm selected pursuant to the foregoing procedures, the “CPA Firm”). The CPA Firm shall be instructed to resolve the Objections and such resolution shall be (i) set forth in writing and signed by the CPA Firm, (ii) delivered to Buyer and Seller as soon as practicable after the Objections are submitted to the CPA Firm but not later than the 30th day after such submission, (iii) made in accordance with this Agreement, and (iv) conclusive and binding on the Parties on the date of delivery of such resolution. The CPA Firm shall only be authorized on any one issue to decide in favor of and choose the position of either of the Parties or to decide upon a compromise position between the ranges presented by the Parties to the CPA Firm. The CPA Firm ...
Final Determination of Purchase Price. (a) Closing Balance Sheet: Within 30 days following the Closing Date, the Vendor shall deliver to the Purchaser Balance Sheet Accounts (the "Closing Balance Sheet Accounts") of the Purchased Businesses as at the close of business on the Closing Date. For the purpose of preparing the Closing Balance Sheet Accounts, the Purchaser agrees to grant the Vendor's authorized representatives reasonable access to relevant records, facilities and personnel of the Purchased Businesses after the Time of Closing.
