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.
Cancellation and Payment for SARs Closing Purchase Price Certificate Closing.
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.
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.
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.
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.
Upon resolution of any such dispute, or if the Equity Participants have no dispute with the Closing Purchase Price Certificate, Buyer and the Equity Participants shall, prior to or at the Closing, each execute such Certificate to acknowledge their agreement therewith.
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.
The Estimated Closing Purchase Price Certificate will provide reasonable detail and supporting documentation with respect to the manner of its determination of the amounts thereof.
If the parties agree on the Closing Purchase Price, pursuant to Section 2.6(e), any additional payments will be made by the Purchaser to the Company or by the Company to the Purchaser, as the case may be, within 15 days of the delivery of the Closing Purchase Price Certificate to the Purchaser.