Closing Purchase Price Statement definition

Closing Purchase Price Statement has the meaning set out in Section 2.03(2).

Closing Purchase Price Statement has the meaning as set forth in Section 1.6.

Examples of Closing Purchase Price Statement in a sentence

• Following delivery of the Closing Purchase Price Statement, Seller shall afford Purchaser and its Representatives reasonable access, upon reasonable notice and during normal business hours, to the books and records to the extent related to the preparation of the Closing Purchase Price Statement and to Seller’s and its Affiliates’ appropriate personnel involved in the preparation of the Closing Purchase Price Statement.

• The Working Capital Adjustment on the Closing Purchase Price Statement shall be determined by Buyer in the same manner, including using the same accounting principles within GAAP and containing the same line items, as the calculation of the Net Working Capital Example.

• The Vendors shall give written notice (the “Vendor Notice”) to the Purchaser that they either (i) agree with the calculations set forth in the Closing Purchase Price Statement or (ii) dispute the calculations set forth in the Closing Purchase Price Statement, in each case within 10 Business Days of their receipt of the Closing Purchase Price Statement.

• Any such revised Closing Purchase Price Statement shall constitute the Closing Purchase Price Statement for all purposes of this Agreement.

• Upon the resolution of all Disputes, the Closing Purchase Price Statement shall be revised to reflect such resolution and the adjusting payments in respect of the final determination of the Purchase Price shall be made in accordance with Section 1.5(c).

• If the Parties reach agreement with respect to all Disputed Items within such 30-day period, Buyer will revise the Proposed Final Closing Purchase Price Statement to reflect such agreement, which will be final, binding and conclusive upon the Parties.

• Buyer will review the Estimated Closing Purchase Price Statement and, if Buyer disagrees with any item set forth in such statement, it will provide written notice to Seller, along with a reasonably detailed explanation of the same, and the Parties will attempt to resolve in good faith any such disagreements prior to the Closing.

• If requested by the Vendors, the Purchaser will permit the Vendors to review the working papers and other documentation used or prepared in connection with the preparation of the Closing Purchase Price Statement.

• Seller shall consider in good faith any reasonable comments Purchaser has to the Closing Purchase Price Statement and, to the extent Seller reasonably deems it to be appropriate, revise the Closing Purchase Price Statement to reflect such comments.

• The Closing Purchase Price Statement shall be accompanied by a certificate of an executive officer of Seller (x) stating that the Closing Purchase Price Statement has been prepared in accordance with this Agreement, including the Accounting Principles and the definitions set forth herein and (y) setting forth the amount due to, and bank wire instructions for, each Person entitled to any payment at Closing pursuant to Section 2.5(d).