Final Purchase Price Adjustment Statement definition

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

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 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).

Examples of Final Purchase Price Adjustment Statement in a sentence

• Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision (and as otherwise adjusted in accordance with this Article I), shall be the Final Purchase Price Adjustment Statement.

• 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 Cash Amount, the Net Working Capital, the Indebtedness Amount and the Transaction Expenses Amount, each as shown on the Final Purchase Price Adjustment Statement, shall be referred to as the “Final Cash Amount,” the “Final Net Working Capital,” the “Final Indebtedness Amount,” and the “Final Transaction Expenses Amount,” respectively.

• If the eCivis Holders’ Representative does not deliver a Purchase Price Dispute Notice within such 30-day period, the Purchase Price Adjustment Statement, as delivered by GTY to the eCivis Holders’ Representative, shall be the Final Purchase Price Adjustment Statement.

• 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.

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

• In the event that Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Cash Amount, Seller shall pay Buyer an amount equal to the difference between the Closing Date Cash and the Estimated Closing Cash Amount.

• Upon the decision of the Accounting Arbitrator, the Purchase Price Adjustment Statement, as adjusted to the extent necessary to reflect the Accounting Arbitrator’s decision, shall be the Final Purchase Price Adjustment Statement.

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

• 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.

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 has the meaning assigned to such term in Section 2.2(d).

Final Purchase Price Adjustment Statement means the Purchase Price Adjustment Statement in the form set forth in the 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 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.