Estimated Purchase Price Certificate definition

Estimated Purchase Price Certificate has the meaning assigned in Section 2.2.
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Estimated Purchase Price Certificate has the meaning set forth in Section 7.1(m)(x) below.
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Estimated Purchase Price Certificate. As defined in Section 5.7.
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Examples of Estimated Purchase Price Certificate in a sentence

  • Following the Closing, the Buyer shall pay or cause to be paid to the holders of the Change of Control Obligations, theamounts specified in the Estimated Purchase Price Certificate with respect to such Change in Control Obligations in accordance with the Company’s payroll practices.

  • Section 1.7(a) (Initial Determination), the Estimated Purchase Price Certificate delivered by the Company to the Buyer prior to the Closing shall be considered for all purposes of this Agreement as being the “Purchase Price Certificate” delivered by the Buyer pursuant to such Section 1.7(a) (Initial Determination) and the Securityholder Representative shall have all of its rights under this Section 1.7 with respect to such certificate.

  • At least four days before the Closing, Sentex and Seller will furnisher to Buyer an estimated Closing Balance Sheet together with a certificate (the "Estimated Purchase Price Certificate") in the form of Schedule 1.03(c) attached hereto setting forth (i) the estimated Net Asset Value, (ii) the estimated Net Liabilities Amount, and (iii) the estimated Closing Purchase Price.

  • The Estimated Purchase Price Certificate shall be conclusive for purposes of determining the Estimated Net Working Capital, the Estimated Indebtedness and Paid Indebtedness, the estimated Seller’s Expenses, the Estimated Company Cash, and the Estimated Purchase Price.

  • If the Buyer does not deliver the Purchase Price Certificate to the Seller within sixty (60) days after the Closing Date, the Purchase Price specified in the Estimated Purchase Price Certificate will be presumed to be true and complete in all respects and will be final and binding on the parties.

  • If the Buyer objects to the Estimated Purchase Price Certificate, the Company and the Buyer will work together in good faith to resolve the issues in dispute.

  • The Seller shall have delivered the Estimated Purchase Price Certificate and other deliverables required by Section 1.8(a).

  • At least three days before the Closing Date, the Sellers will furnish to the Buyer an estimated Final Balance Sheet and the Sellers' certificate (the "Estimated Purchase Price Certificate") setting forth (a)_estimated Net Asset Value, (b) estimated Cash and (c) the Sellers' estimated calculation of the Final Purchase Price.

  • The Company shall have delivered the Estimated Purchase Price Certificate and Payment Spreadsheet required by Section 1.3(b) (Closing Deliverables).

  • The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions.


More Definitions of Estimated Purchase Price Certificate

Estimated Purchase Price Certificate means the final certificate determined pursuant to Section 2.3 setting forth, as of the Closing Date, Net Working Capital, Excess Net Debt, Seller Transaction Expenses (which Seller Transaction Expenses shall include, without limitation, the categories set forth on Exhibit K and the Consent Adjustment as of the Determination Date (in each case, including each component thereof).
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Estimated Purchase Price Certificate. Section 2.3(a)(xiii) “Fair Market Balance Sheet” Section 9.9(b)(ii)
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Estimated Purchase Price Certificate has the meaning set forth in Section 1.3(b).
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Estimated Purchase Price Certificate. Section 1.3(a) “Estimated Net Working Capital” Section 1.3(a) “Final Net Working Capital” Section 1.4(a) “Fundamental Representations” Section 6.4(a) “GAAP” Section 1.3(a) “Indemnified Party” Section 6.3(a) “Indemnifying Party” Section 6.3(a) “Independent Accounting Firm” Section 1.4(b) “Indiana Courts” Section 10.17 “Information” Section 9.1(a) “Interim Balance Sheet” Section 2.6 “Interim Financial Statements” Section 2.6 “Interim Income Statement” Section 2.6 “Leased Real Property” Fourth Recital “Materials of Environmental Concern” Section 2.17(a)(v) “Multiemployer Plans” Section 2.16(e) “Net Working Capital” Section 1.3(b) “Parties” Introductory Paragraph
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Estimated Purchase Price Certificate is defined in Section 2.4(1) of the Agreement;
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Related to Estimated Purchase Price Certificate

  • Estimated Purchase Price has the meaning set forth in Section 2.4(a).

  • Allocated Purchase Price means with respect to each Purchaser, the dollar amount set forth opposite such Purchaser’s name under the heading “Allocated Purchase Price” on Schedule A hereto.

  • Adjusted Purchase Price has the meaning set forth in Section 2.2.

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

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

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

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

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Acceptance Certificate (11/18) means a written instrument by which the City notifies Contractor that a Deliverable has been Accepted or Accepted with exceptions, and Acceptance Criteria have been met or waived, in whole or in part.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

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

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

  • Accelerated Purchase Price means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the lower of ninety-seven percent (97%) of (i) the VWAP for the period beginning at 9:30:01 a.m., Eastern time, on the applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official open (or commencement) of trading on the Principal Market on such applicable Accelerated Purchase Date (the "Accelerated Purchase Commencement Time"), and ending at the earliest of (A) 4:00:00 p.m., Eastern time, on such applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official close of trading on the Principal Market on such applicable Accelerated Purchase Date, (B) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the applicable Accelerated Purchase Share Volume Maximum, and (C) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the Sale Price has fallen below the applicable Accelerated Purchase Minimum Price Threshold (such earliest of (i)(A), (i)(B) and (i)(C) above, the "Accelerated Purchase Termination Time"), and (ii) the Closing Sale Price of the Common Stock on such applicable Accelerated Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

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

  • Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Adjustment Escrow Amount means $1,000,000.

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

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

  • Purchase Price Credit has the meaning set forth in Section 1.3 of the Agreement.

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

  • Estimated Value means the value of the Contract estimated under these Contract and Procurement Regulations.

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

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

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

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

  • Final Payment Statement shall have the meaning set forth in Clause 19.13;