Final Purchase Price Calculation Sample Clauses
Final Purchase Price Calculation. (a) The Parties shall each have sixty (60) days (the “Review Period”) after the delivery by the Partnership of the actual Partnership Net Income Amount pursuant to Section 2.02(a)(y) of the Cooperation Agreement (the “Proposed Net Income Statement”). During the Review Period, the Parties and their Representatives, subject to, and in accordance with, the terms of the Cooperation Agreement, may review the Partnership’s work papers, all books and records of the Partnership and its Affiliates relevant to the preparation of the Proposed Net Income Statement, and the work papers of the Partnership’s accountants relating to such accountants’ review of the Proposed Net Income Statement.
(b) If either Party wishes to dispute any item set forth in the Proposed Net Income Statement, such Party shall, during the Review Period, deliver written notice to the other Party of the same, specifying in reasonable detail the basis for such dispute and such Party’s proposed modifications to the Proposed Net Income Statement (such notice, the “Dispute Notice”). If any Dispute Notice is so delivered during the Review Period, following each delivery of a Dispute Notice until the 30th day immediately following the Review Period (the “Resolution Period”), the Sellers and Purchaser shall negotiate in good faith to reach an agreement as to any matters identified in such Dispute Notice as being in dispute, and, to the extent all such matters are so resolved within the Resolution Period, then the Proposed Net Income Statement as revised to incorporate such changes as have been agreed between the Sellers and Purchaser shall be conclusive and binding upon all Parties as the Final Purchase Price Statement.
(c) If the Sellers and Purchaser fail to resolve all such matters in dispute within the Resolution Period, then (subject to the last sentence of Section 2.4(d)) any matters identified in any such Dispute Notice that remain in dispute following the expiration of the Resolution Period shall be finally and conclusively determined by PricewaterhouseCoopers LLP, a Delaware limited liability partnership (“PwC”), or if PwC is unable or unwilling to serve in such capacity, Ernst & Young LLP, a Delaware limited liability partnership (“E&Y”) (and if both PwC and E&Y are unable or unwilling to serve in such capacity, such other globally recognized accounting firm as shall be agreed upon in writing by Purchaser and the Sellers) (the “Independent Accounting Firm”).
(d) The Sellers and Purchaser shall...
Final Purchase Price Calculation. (a) On or prior to March 31, 2008, Buyer shall prepare and promptly thereafter deliver to the Shareholders a statement setting forth the Purchase Price required to be calculated pursuant to paragraph 1.3.1 above less the payment made prior to the date thereof pursuant to paragraph 1.4 (the "Purchase Price Calculation"). The Purchase Price Calculation shall be prepared by the Company's in-house accountants and verified by the Company's independent certified public accountants. In connection with the preparation of such Purchase Price Calculation, Buyer and its authorized representatives shall have full access to the relevant books and records of the Company and each of its Subsidiaries and their respective authorized representatives and employees to the extent necessary to complete such Purchase Price Calculation.
(b) If Shareholders owning at least seventy percent (70%) of the Shares object to the Purchase Price Calculation, the Shareholder Representative shall notify Buyer in writing of such objection within the thirty (30) day period following the delivery thereof, stating in such written objection the reasons therefore and setting forth the Shareholders' calculation of amounts set forth in the Purchase Price Calculation. Upon receipt by Buyer of such written objection, the parties shall attempt to resolve the disagreement concerning the Purchase Price Calculation through negotiation. If Buyer and the Shareholders cannot resolve such disagreement concerning the Purchase Price Calculation within thirty (30) days following the end of the foregoing 30-day period, the parties shall submit the matter for resolution to an internationally recognized firm of independent certified public accountants in England (the "Accountants"), not affiliated with either party, with the costs thereof to be shared equally by the parties. The Accountants shall deliver a statement setting forth its own calculation of the matters set forth in the Final Adjustment Statement to the parties within thirty (30) days of the submission of the matter to such Accountants.
Final Purchase Price Calculation. Upon the earlier to occur of (i) the Parties’ agreement (or deemed agreement pursuant to Section 3.5(d)) with respect to the calculation of the Purchase Price and (ii) the delivery of any report of the Independent Accountant as provided in Section 3.5(e) with respect to the Purchase Price, as applicable:
(a) if the Estimated Purchase Price is greater than the Final Purchase Price, Seller shall pay to Purchaser, within five Business Days after the earlier to occur of the events described in clauses (i) and (ii) of the first sentence of this Section 3.5, the amount of the difference between the Estimated Purchase Price and Final Purchase Price, plus simple interest on the amount of such difference from the Closing Date to the date of payment at an interest rate equal to the Fed Funds Rate per annum by wire transfer of immediately available funds to such account or accounts of Purchaser as Purchaser specifies in writing to Seller in the manner specified herein for the delivery of notices; and
(b) if the Final Purchase Price is greater than the Estimated Purchase Price, then Purchaser shall pay to Seller, within five Business Days after the earlier to occur of the events described in clauses (i) and (ii) of the first sentence of this Section 3.5, the amount of the difference between the Final Purchase Price and the Estimated Purchase Price (excluding any amounts payable thereafter pursuant to the terms of the Non-Negotiable Promissory Note attached as Exhibit F-6, which shall be paid in accordance with such terms), plus simple interest on the amount of such difference from the Closing Date to the date of payment at an interest rate equal to the Fed Funds Rate per annum by wire transfer of immediately available funds to such account or accounts of Seller as Seller specifies in writing to the Purchaser in the manner specified herein for the delivery of notices.
(c) As soon as practicable after the Closing, but in no event later than 75 days after the Closing Date, Seller will prepare (or cause to be prepared) and deliver to Purchaser a calculation of the Purchase Price as of the Closing Date, calculated in accordance with the methodology used to calculate the Estimated Closing Balance Sheet set forth in Section 3.1 hereof (the “Final Calculation Statement”).
(d) Purchaser shall have 30 days from receipt of the Final Calculation Statement, to give Seller written notice of its objection to any item or calculation contained in the Final Calculation Statement specif...
Final Purchase Price Calculation. 3.1 The Parties agree on the Purchase Price Calculation set out in Schedule 2.1.2, i.e., the Adjustment Amount in the favour of the Sellers and to be settled between the Parties amounts to DKK 43,587,471.94 (adjusted for only Sellers holding 99,9724% of the Shares (excluding the Company’s own shares) having either signed the Agreement or the Share Transfer Agreement).