Estimated Purchase Price Statement definition

Estimated Purchase Price Statement has the meaning ascribed thereto in Section 2.3;

Estimated Purchase Price Statement shall have the meaning set forth in Section 2.10.

Estimated Purchase Price Statement has the meaning set forth in Section 2.1.

Examples of Estimated Purchase Price Statement in a sentence

• If the Buyer does not provide an Objection Notice within the time period and in the manner set forth in this Section 2.5, the Estimated Purchase Price Purchase Price set forth in the Estimated Purchase Price Statement shall be final and binding on the Parties for all purposes hereunder.

• They thus fail to carry their “heavy” burden to demonstrate circumventing the record rule with their background evidence.

• The Purchase Price Adjustment Report: (i) shall be prepared using the same format and the same methodologies required to be used in preparing the Estimated Purchase Price Statement; and (ii) shall clearly set forth and describe any variations between the Estimated Purchase Price and allocation, and Buyer’s calculation of the Purchase Price and allocation.

• To the extent that any foreign currency conversions are necessary in connection with the preparation of Preliminary Net Working Capital, suchconversions shall be consistent with the method for conversion of foreign currency as used by the Seller in preparation of its audited financial statements using the applicable exchange rate as of the date immediately prior to the date of the Estimated Purchase Price Statement.

• Notwithstanding any other provision of this Section 2.6, the amount of the Reserves set forth in the Estimated Purchase Price Statement shall not be subject to adjustment under this Section 2.6, except as may be necessary to correct (i) any mathematical error or (ii) any error resulting from Seller’s failure to use the accounting principles, procedures, policies and methods required to be used in preparing the Estimated Purchase Price Statement.

• If, prior to the Closing, Seller and Buyer are unable to resolve any dispute regarding the Net Working Capital Adjustment prior to the Closing, then the Net Working Capital Adjustment will be deemed to be, for purposes of the Estimated Purchase Price Statement and the Closing, the average of (x) the Net Working Capital Adjustment in the Estimated Purchase Price Statement and (y) the Net Working Capital Adjustment proposed by Xxxxx.

• If, prior to the Closing, Seller and Buyer are unable to resolve any dispute regarding any item of the Estimated Purchase Price with respect to Cash and Cash Equivalents, Closing Date Funded Indebtedness or Company Expenses, then the estimate for such unresolved disputed item shall be the estimate provided by the Company in the Estimated Purchase Price Statement.

• The Estimated Purchase Price Statement shall also set forth the Seller’s good faith calculation of the Purchase Price payable as of the Closing Date, determined in accordance with this Section 2.10.

• The Estimated Purchase Price Statement shall be accompanied by a certificate executed by a senior financial officer of the Seller to the effect that the Preliminary Net Working Capital has been calculated in good faith in accordance with this Section 2.10.

• Seller shall provide Buyer and Buyer’s Accountants reasonable access upon reasonable prior notice to all relevant documentation and data prepared or used by Seller and Seller’s Accountants in connection with the preparation of the calculations set forth in the Estimated Purchase Price Statement.

More Definitions of Estimated Purchase Price Statement

Estimated Purchase Price Statement has the meaning set forth in Section 2.03(b).

Estimated Purchase Price Statement has the meaning set forth in Section 2.06. Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc.

Estimated Purchase Price Statement has the meaning set forth in Section 2.06. “Estimated Transferred Cash” has the meaning set forth in Section 2.06. “Excluded Assets” has the meaning set forth in Section 2.02.

Estimated Purchase Price Statement means a statement that sets forth the estimated Purchase Price calculation, prepared in accordance with the Statement Methodology as of the Effective Date by adjusting the Purchase Price Statement in the manner set forth in Section 2.2(d) hereof.

Estimated Purchase Price Statement shall have the meaning set forth in Section 2.9. Excluded Assets. “Excluded Assets” shall have the meaning set forth in Section 2.1(c). Excluded Claim. “Excluded Claim” means all claims (including counterclaims) related to any Action that the Sellers have or may have against third parties in respect of the Business or any of the Transferred Assets, in each case to the extent such claim is arising from, or relating to, the conduct of the Business prior to the Closing Date. Excluded Liabilities. “Excluded Liabilities” shall have the meaning set forth in Section 2.2(b).