Closing Purchase Price Certificate definition

Closing Purchase Price Certificate has the meaning set forth in Section 5.9 hereof.
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Closing Purchase Price Certificate shall have the meaning set forth in Section 1.7(a).
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Closing Purchase Price Certificate is defined in Section 2.11.
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Examples of Closing Purchase Price Certificate in a sentence

  • Seller shall cause York to provide to Buyer Parties reasonable access to all Books and Records of York relevant to the calculations included in the Closing Purchase Price Certificate and the Transaction Expense Statement and to all personnel of York that participated in the preparation of the Closing Purchase Price Certificate and the Transaction Expense Statement.

  • The Independent Accountant will (i) resolve the Disputed Items and (ii) make a determination of the Closing Purchase Price using the calculations set forth in the Closing Purchase Price Certificate, as modified only by the Independent Accountant’s resolution of the Disputed Items.

  • If the Seller does not deliver a Dispute Notice to the Purchaser within such 30 day period, then the Purchase Price specified in the Closing Purchase Price Certificate will be presumed to be true and correct in all respects and will be final and binding upon the parties.

  • In the event that any Equity Participant disputes any of the items contained in the Closing Purchase Price Certificate, such Equity Participant shall promptly notify Buyer of the disputed items, and the Parties shall use their reasonable best efforts to promptly resolve such dispute.

  • If the Seller Representative does not deliver the Dispute Notice to the Purchaser within sixty (60) days after the date of delivery of the Closing Purchase Price Certificate, the calculation of the Acquisition Consideration and the Closing Purchase Price specified in the Closing Purchase Price Certificate will be conclusively presumed to be true and correct in all respects and will be final and binding upon the parties.

  • Without limiting any of the Purchaser’s other rights or remedies hereunder, by no later than one (1) business day prior to the Closing Date, the Purchaser may propose any revisions to the calculations set forth in the Estimated Closing Purchase Price Certificate, which Seller shall consider in good faith, and to the extent Seller agrees to any such revisions, the Estimated Closing Purchase Price Certificate shall be promptly modified to reflect such revisions.

  • If the Seller does not deliver the Disputed Item Notice to the Buyer within 90 days after receipt by the Seller of the Closing Purchase Price Certificate, the Closing Purchase Price specified in the Closing Purchase Price Certificate will be presumed to be true and correct in all respects and will be final and binding on the parties.

  • Any disputed items resolved in writing between Buyer and Seller within thirty (30) days after delivery of the Dispute Notice shall be final and binding with respect to such items, and if Seller and Buyer agree in writing on the resolution of each disputed item specified by Seller in the Dispute Notice, the Closing Purchase Price Certificate (including the calculation of the Closing Net Working Capital) so determined shall be final and binding on the Parties for all purposes hereunder.

  • During the sixty (60) days immediately following delivery of the Closing Purchase Price Certificate, the Seller Representative shall be entitled to review the Closing Purchase Price Certificate and any working papers, financial records, trial balances and similar materials relating to the Closing Purchase Price Certificate prepared by the Purchaser or by Persons retained by it.

  • The Disputed Items Notice shall specify those items or amounts as to which the Representative disagrees, and the Representative shall be deemed to have agreed with (and the Independent Accountant, if any, shall be deemed to be bound by) all other items and amounts contained in the Closing Purchase Price Certificate delivered pursuant to Section 1.7(a).

Related to Closing Purchase Price Certificate

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Final Purchase Price has the meaning set forth in Section 2.02.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Mortgage Loan Purchase Price The price, calculated as set forth in Section 10.01, to be paid in connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Closing Certificates means the officer’s certificates referenced in Section 7.3 and Section 8.3.

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit F-1.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.