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 shall have the meaning set forth in Section 1.3(a).

Examples of Estimated Purchase Price Statement in a sentence

• 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.

• 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.

• 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.

• If the Buyer and the Sellers Representative mutually agree on an adjustment to the Estimated Purchase Price set forth in the Estimated Purchase Price Statement, then that mutually agreed amount will be used in the determination of the Purchase Price paid by the Buyer pursuant to Section 2.3(a)(i).

• 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.

• To the extent that any foreign currency conversions are necessary in connection with the preparation of Preliminary Net Working Capital, such conversions 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.

• 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.

• As long as the mispricing is less than the probability distortion, individuals will be willing to purchase the policy.In the next proposition we show that the amount of insurance demanded by a representative heuristic individual after a disaster has occurred is always greater than the amount of insurance demanded by a rational individual.

• Together with the delivery of the Estimated Purchase Price Statement, Seller shall provide such schedules and data as may be reasonably appropriate to support the calculations set forth therein.

More Definitions of Estimated Purchase Price Statement

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 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 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).