Closing Date Calculations definition

Closing Date Calculations has the meaning set forth in Section 2.3(e).

Closing Date Calculations has the meaning set forth in Section 1.3(b).

Examples of Closing Date Calculations in a sentence

• Prior to the end of the Review Period, Seller may accept the Proposed Closing Date Calculations by delivering written notice to that effect to Buyer, in which case the Purchase Price will be finally determined when such notice is given.

• Because this estimate exceeded the assumed amount of $188.1 million in the Agreement, an upward adjustment to the Purchase Price was made in MidOcean’s favor relating to Net Working Capital in the amount of $4,307,000.27 At the Closing, which occurred on or about November 1, 2013, ATK paid the adjusted Purchase Price to MidOcean, less certain amounts that ATK paid into specified escrow accounts.28On December 30, 2013, ATK delivered to MidOcean its Proposed Closing Date Calculations.

• Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items.

• Any item set forth in the Proposed Closing Date Calculations and not objected to in the Purchase Price Dispute Notice shall be final and binding on the Parties.

• Any item set forth in the Proposed Closing Date Calculations and not objected to in the Transaction Consideration Dispute Notice shall be final and binding on the parties hereto.

• Prior to the end of such forty-five (45)-day period (or such longer period as may be extended in accordance with this paragraph), Seller may accept the Proposed Closing Date Calculations by delivering written notice to that effect to Buyer, in which case the Purchase Price will be finally determined when such notice is given.

• A Purchase Price Dispute Notice must set forth, in reasonable detail, the Seller Representative’s objections to the Proposed Closing Date Calculations or the Earn-Out Statement, as applicable, indicating the items and amounts in dispute and the good faith alternative calculations for such disputed items, and all other items and amounts not so disputed shall be deemed final and binding on the parties for all purposes herein and may not thereafter be disputed.

• Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles.

• The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to Section 2.5(c)(i)(A) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final Cash Purchase Price for all purposes hereunder, including the determination of the Actual Adjustment.

• Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Adjustable Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items.