Examples of Closing Date Outstanding Company Expenses in a sentence
Subject to the adjustments set forth in Section 3.3, the “Purchase Price” shall consist of One Hundred Thirty-Three Million Dollars ($133,000,000) in cash (the “Enterprise Value”), plus or less (i) the Estimated Net Working Capital Adjustment Amount (which may be a positive number and added or a negative number and subtracted), less (ii) the Estimated Closing Date Funded Debt Amount, plus (iii) the Estimated Closing Date Cash Amount, less (iv) the Estimated Closing Date Outstanding Company Expenses.
Each of Acquiror and the Seller shall promptly provide their assertions regarding the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and/or the Closing Date Outstanding Company Expenses and, to the extent relevant thereto, the Post-Closing Statement, in writing to the Independent Accountant and to each other.
The date on which the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and the Closing Date Outstanding Company Expenses are finally determined in accordance with this Section 3.3(b) is hereinafter referred to as the “Determination Date”.
In the event any such notice of disagreement is timely provided, Acquiror and the Seller shall use reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations of the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and/or the Closing Date Outstanding Company Expenses.
Each of Buyer and the Holder Representative shall promptly provide their assertions regarding the disputed elements of Closing Date Net Working Capital, Closing Date Indebtedness, Closing Date Outstanding Company Expenses and/or Closing Date Cash in writing to the Auditor and to each other.
In the event any such notice of disagreement is timely provided, Acquiror and the Holder Representative shall use reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations of the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and/or the Closing Date Outstanding Company Expenses.
The Estimated Closing Statement, and the components thereof, shall be prepared in accordance with the definitions of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and Closing Date Outstanding Company Expenses and the Agreed Principles.
In the event that the Seller does not provide such a notice of disagreement within such sixty (60) day period, the Seller shall be deemed to have accepted the Post-Closing Statement and the calculation of the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and/or the Closing Date Outstanding Company Expenses delivered by Acquiror, which shall be final, binding and conclusive for all purposes hereunder.
In the event that the Holders’ Representative does not provide such a notice of disagreement within such seventy-five (75) day period, the Holders’ Representative shall be deemed to have accepted the Post-Closing Statement and the calculation of the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and/or the Closing Date Outstanding Company Expenses delivered by Purchaser, which shall be final, binding and conclusive for all purposes hereunder.
Each of Acquiror and the Holder Representative shall promptly provide their assertions regarding the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and/or the Closing Date Outstanding Company Expenses and, to the extent relevant thereto, the Post-Closing Statement, in writing to the Independent Accountant and to each other.