Examples of Final Purchase Price Calculation Statement in a sentence
Upon determination, in accordance with Section 2.5(b), of the Final Purchase Price Calculation Statement and the final calculations of the items to be included therein under Section 2.5(a), the Aggregate Purchase Price will be recalculated using such finally determined amounts.
Upon the final determination, in accordance with Section 3.4(b), of the Final Purchase Price Calculation Statement and the final calculations of the amounts of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, the Aggregate Cash Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Cash Purchase Price calculated at or before the Closing.
If the Sellers dispute any aspect of the Final Purchase Price Calculation Statement or any of Purchaser’s Calculations, the Sellers shall so notify Purchaser within such 30-day period, and the Sellers shall have the right, and shall have the right to direct their accountants, to review and verify the accuracy of the Final Purchase Price Calculation Statement.
If Purchaser does not reject Sellers’ Calculations by written notice given to the Sellers within 30 days after Purchaser’s receipt of Sellers’ Calculations, then the Final Purchase Price Calculation Statement and Purchaser’s Calculations contained therein, as modified by Sellers’ Calculations, shall be conclusive and binding upon Purchaser and Sellers.
If the Sellers do not notify Purchaser of their dispute with respect to any aspect of the Final Purchase Price Calculation Statement or any of Purchaser’s Calculations within such 30-day period, then the Final Purchase Price Calculation Statement and Purchaser’s Calculations set forth therein shall be conclusive and binding upon Purchaser and Sellers.
If Seller disputes any aspect of the Final Purchase Price Calculation Statement or any of Purchaser’s Calculations, Seller shall so notify Purchaser within such 30-day period.
The Final Purchase Price Calculation Statement shall contain a recalculation of the Aggregate Purchase Price based on the amount of the Net Working Capital Adjustment and using only information known or knowable as of the Closing Date and not taking into account events occurring after the Closing Date.
Upon the determination, in accordance with Section 3.3(b), of the Final Purchase Price Calculation Statement and the final calculations of the amounts of (A) Selling Expenses, (B) Closing Date Indebtedness and (C) Closing Cash calculated by reference thereto, the Aggregate Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price paid at the Closing.
If Purchaser does not reject Seller’s Calculations by written notice given to Seller within 30 days after Purchaser’s receipt of Seller’s Calculations, then the Final Purchase Price Calculation Statement and Purchaser’s Calculations contained therein, as modified by Seller’s Calculations, shall be conclusive and binding upon Purchaser and Seller.
The Final Purchase Price Calculation Statement shall contain a recalculation of the Aggregate Purchase Price based on the foregoing amounts described in clauses (i) through (iii) above.