Closing Purchase Price definition
Examples of Closing Purchase Price in a sentence
The Parties agree that for Canadian income tax purposes, (i) no portion of the Estimated Closing Purchase Price or the Final Closing Purchase Price shall be allocated to any “restrictive covenant” as such term is defined in section 56.4 of the ITA, and (ii) any such restrictive covenant contained in the Transaction Documents has been granted to maintain or preserve the fair market value of the Purchased Shares.
The Independent Accountant shall make a final determination in writing of the Cash Amount, Indebtedness Amount, Transaction Expenses Amount, Net Working Capital Amount, and the resulting Final Closing Purchase Price calculated with reference to such amounts (in each case, solely to the extent such amounts are in dispute and were submitted to the Independent Accountant in accordance with this Section 3.2(c)) in accordance with the guidelines and procedures set forth in this Agreement.
Except as shall be taken into account in the Final Closing Purchase Price and except as would not reasonably be expected to give rise to a Company Material Adverse Effect, there is no Indebtedness as of immediately prior to the Closing.
Notwithstanding the foregoing, any Tax Returns not filed in accordance with past practice shall not be dispositive of any amount included in the calculation of the Final Closing Purchase Price.
The Estimated Closing Statement will be prepared, and the Estimated Closing Purchase Price (and all components thereof) shall be determined, in accordance with the definitions set forth herein and the Accounting Principles (to the extent relevant).