Final Purchase Price Statement definition

Final Purchase Price Statement has the meaning set forth in Section 2.4(a).

Final Purchase Price Statement means (A) if a Purchase Price Dispute Notice is not delivered within the time period required by this Section 2.3(c)(ii), the amount of the Proposed Purchase Price Calculation, (B) the amount agreed as the final Purchase Price at any time in writing by Buyer and Seller, or (C) the final Purchase Price as set forth in the written determination of the Accounting Firm made in accordance with the provisions of this Section 2.3(c)(ii).

Final Purchase Price Statement means a statement that sets forth the final Purchase Price calculation, prepared in accordance with the Statement Methodology by adjusting the Estimated Purchase Price Statement to only the Special Adjustments and no others, which shall be described in reasonable detail therein.

Examples of Final Purchase Price Statement in a sentence

• Based on the host countries’ interest to control migration movements as well as UNHCR’s current approach towards protracted refugee situations, repatriation has been referred to as the preferred durable solution (Black and Gent 2006).

• The determination of the Final Purchase Price Statement by the Neutral Firm shall be conclusive and binding on both Parent and the Company.

• The Final Purchase Price Statement, as so adjusted, will be deemed final and the Final Purchase Price Statement, as so adjusted, will be deemed to contain the final Working Capital, Working Capital Adjustment, and Final Purchase Price.

• The Company agrees to provide the Neutral Firm all reasonable cooperation and access to the Records and employees of the Company and its subsidiaries reasonably requested by the Neutral Firm for use in determining the Final Purchase Price Statement.

• Within forty-five (45) days after receipt by Seller of the Proposed Final Purchase Price Statement, Seller must either inform Purchaser in writing that the Proposed Final Purchase Price Statement is acceptable, or deliver a written notice (the “Objection Notice”) to Purchaser setting forth in reasonable detail any objection or disagreement Seller has with respect to any items set forth in or missing from the Proposed Final Purchase Price Statement.

• Any payment due under this Section 2.5 shall be paid by wire transfer of immediately available funds to an account designated by GE Tennessee to Purchaser, or an account designated by Purchaser to GE Tennessee, as applicable, within three Business Days after the date on which the Final Purchase Price Statement becomes conclusive and binding on the Parties in accordance with the provisions of Section 2.4.

• During the thirty (30) day period following the delivery by Purchaser of the Proposed Final Cash Purchase Price Statement, Seller and its auditors may review such statement and the working papers of the Company’s auditors relating to the Proposed Final Purchase Price Statement and shall have such access to Purchaser’s and the Company’s personnel as may be reasonably necessary to permit Seller and its auditors to review in detail the manner in which the Proposed Final Purchase Price Statement was prepared.

• The Final Purchase Price Statement shall be prepared by Seller and Purchaser in accordance with the Statement Methodology by adjusting the Estimated Purchase Price Statement to only the Special Adjustments.

• Sellers shall afford Buyers and their representatives the opportunity to review all books and records, facilities, personnel and any other information or documentation used by Sellers in preparing the Proposed Phase II Final Purchase Price Statement.

• Sellers shall afford Buyers and their representatives the opportunity to review all books and records, facilities, personnel and any other information or documentation used by Sellers in preparing the Proposed Phase I Final Purchase Price Statement.