Final Purchase Price Adjustment Statement definition

Final Purchase Price Adjustment Statement has the meaning set forth in Section 1.6(c) or Section 1.6(d), as applicable.

Final Purchase Price Adjustment Statement means the Purchase Price Adjustment Statement in the form set forth inthe Illustrative Final Purchase Price Adjustment Statement set forth in Exhibit B, as (i) agreed by Buyer and Seller, (ii) made final due to disputed items being below any applicable threshold, (iii) made final due to the failure of Seller to properly deliver a Purchase Price Dispute Notice pursuant to Section 2.9(b), or (iv) made final by an Accounting Arbitrator pursuant to Section 2.9(c).

Final Purchase Price Adjustment Statement has the meaning given in Section 2.2(e).

Examples of Final Purchase Price Adjustment Statement in a sentence

• The Escrow Agreement will provide, among other things, that all amounts in the Purchase Price Escrow Account will be released in accordance with the amounts provided on the Final Purchase Price Adjustment Statement and paid pursuant to Section 1.6.

• The Escrow Agreement will provide, among other things, that all amounts in the Purchase Price Escrow Account will be released in accordance with the amounts provided on the Final Purchase Price Adjustment Statement and paid pursuant to Section 1.5 and Section 1.6.

• If GTY does not deliver a Purchase Price Adjustment Statement within such 90-day period, the Closing Date Statement shall be the Final Purchase Price Adjustment Statement.

• In the event that the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is equal to the Estimated Closing Date Working Capital, no adjustment will be due.

• In the event that Closing Date Net Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Date Net Working Capital by more than $250,000, Seller shall pay Buyer an amount equal to the difference between the Closing Date Net Working Capital and Estimated Closing Date Net Working Capital.

• In the event that Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Lower Adjustment Amount, Buyer shall be entitled to payment from Seller in an amount equal to the amount of such deficit.

• To the extent that the quantities included on the count sheets of such stock-take are jointly agreed by Buyer and Seller, such results shall be binding on the parties hereto for purposes of determining the Closing Date Net Working Capital set forth in the Purchase Price Adjustment Statement and the Final Purchase Price Adjustment Statement.

• If the Estimated Adjusted Purchase Price paid by the Buyer to the Seller at the Closing is less than the Final Adjusted Purchase Price, then the Buyer shall pay the Seller the Final Purchase Price Adjustment Amount by wire transfer of immediately available funds within ten (10) days of the agreement by the Seller and the Buyer on the Final Purchase Price Adjustment Statement.

• For the avoidance of doubt, if both the Estimated Closing Date Working Capital and the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement are equal to or greater than the Target Working Capital, no adjustment shall be required pursuant to this Section 3.4(a).

• Notwithstanding anything in this ARTICLE VIII to the contrary, no Parent Indemnified Party shall be entitled to indemnification under this ARTICLE VIII for any Losses to the extent such Losses were specifically treated as a liability in determining the Closing Net Working Capital or Transaction Expenses and actually deducted from the Closing Merger Cash Consideration Per Share as part of the calculation of the Final Purchase Price Adjustment Statement.

More Definitions of Final Purchase Price Adjustment Statement

Final Purchase Price Adjustment Statement means, the Purchase Price Adjustment Statement as made final in accordance with Section 1.6.

Final Purchase Price Adjustment Statement means the Purchase Price Adjustment Statement as (a) agreed by Buyer and Seller, (b) made final due to the failure of Seller to properly deliver a Purchase Price Dispute Notice pursuant to Section 3.3(b), or (c) made final by an Accounting Arbitrator pursuant to Section 3.3(c).

Final Purchase Price Adjustment Statement has the meaning specified in Section 3.1(c).

Final Purchase Price Adjustment Statement shall have the meaning assigned to such term in Section 1.11(b).

Final Purchase Price Adjustment Statement means the Purchase Price Adjustment Statement as (a) agreed by Buyer and Seller, (b) made final due to the failure of Seller to properly deliver a Purchase Price Dispute Notice pursuant to Section 3.3(b), or

Final Purchase Price Adjustment Statement substantially in the form contained in Attachment II hereto, setting forth in reasonable detail the Purchaser’s good faith calculation of the Purchase Price Adjustment for such Portfolio Segment as of the Closing Date, as derived from the Purchaser’s review of the financial and other books and records of the Portfolio Companies included in such Portfolio Segment and, based thereon, a statement of the Purchaser’s good faith calculation of the Post-Closing Payment.