Final Statement of Purchase Price definition

Final Statement of Purchase Price means the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.3(b)(ii).

Final Statement of Purchase Price has the meaning set forth in Section 2.3.3.3.

Final Statement of Purchase Price shall have the meaning assigned to such term in Section 2.3(b).

Examples of Final Statement of Purchase Price in a sentence

• If any such amounts are determined initially by reference to a foreign currency, such amounts will be converted into dollars based on the currency conversion rate published in The Wall Street Journal on (i) with respect to any Proposed Closing Date Calculations, the Final Statement of Purchase Price, the Actual Adjustment or any amount in Section 2.4, the date hereof and (ii) with respect to all other amounts, the date such amount is paid by the applicable party to the other party.

• All calculations of all amounts payable by Seller, Purchaser or any of their Affiliates under this Agreement (including Losses, any Proposed Closing Date Calculations, the Final Statement of Purchase Price, the Actual Adjustment and all amounts payable by either Seller or Purchaser under Article VII) shall be calculated in United States dollars.

• Purchaser agrees that following the Closing Date and prior to the completion of the Final Statement of Purchase Price, Purchaser shall, and shall cause the Company to, preserve and not alter or destroy any of the books and records of the Company on which the calculation of the Purchase Price or any component thereof are to be based.

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• All calculations of all amounts payable by Seller, Purchaser or any of their Affiliates under this Agreement (including Losses, any Proposed Closing Date Calculations, the Final Statement of Purchase Price, the Actual Adjustment and all amounts payable by either Seller or Purchaser under Article VII ) shall be calculated in United States dollars.

• If any such amounts are determined initially by reference to a foreign currency, such amounts will be converted into dollars based on the currency conversion rate published in The Wall Street Journal on (i) with respect to any Proposed Closing Date Calculations, the Final Statement of Purchase Price, the Actual Adjustment or any amount in Section 2.4 , the date hereof and (ii) with respect to all other amounts, the date such amount is paid by the applicable party to the other party.

• The Shareholders shall be jointly and severally responsible for the timely payment of all Taxes due on such Pre-Closing Period Tax Returns, except to the extent that the liability for such Taxes is reflected in the Final Statement of Purchase Price.

• The Shareholders shall be jointly and severally responsible for the timely payment of the Taxes attributable to the portion of the Straddle Period ending on the Closing Date, determined under the principles of Section 6.9(c), except to the extent that the liability for such Taxes is reflected in the Final Statement of Purchase Price.

More Definitions of Final Statement of Purchase Price

Final Statement of Purchase Price has the meaning set forth in Section 2.8(c).

Final Statement of Purchase Price means the Closing Date Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.2(b)(iii).

Final Statement of Purchase Price means the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.3.3.3. Section 2.3.3.4 In the event the Seller and the Purchaser submit any unresolved objections to the Accounting Firm for resolution as provided in Section 2.3.3.3, the responsibility for the fees and expenses of such Accounting Firm shall be as follows: (A) if such Accounting Firm resolves all of the remaining objections in favor of the Purchaser’s position (the Purchase Price so determined is referred to herein as the “Low Value”), then all of the fees and expenses of such Accounting Firm shall be paid by Seller; (B) if such Accounting Firm resolves all of the remaining objections in favor of the Seller’s position (the Purchase Price so determined is referred to herein as the “High Value”), then all of the fees and expenses of such Accounting Firm shall be paid by the Purchaser; and (C) if such Accounting Firm neither resolves all of the remaining objections in favor of the Purchaser’s position nor resolves all of the remaining objections in favor of the Seller’s position (the Purchase Price so determined is referred to herein as the “Actual Value”), then that fraction of the fees and expenses of the Accounting Firm equal to (x) the difference between the High Value and the Actual Value over (y) the difference between the High Value and the Low Value shall be paid by the Seller, and the Purchaser will be responsible for the remainder of the fees and expenses of the Accounting Firm.

Final Statement of Purchase Price has the meaning set forth in Section 2.3(b)(vi).

Final Statement of Purchase Price means (x) the Statement of Purchase Price deemed to have been agreed to by Seller in accordance with Section 2.3(b)(ii), (y) the Statement of Purchase Price with such changes agreed to by Purchaser and Seller in accordance with Section 2.3(b)(ii), or (z) the Statement of Purchase Price with such adjustments resulting from the determination made by the Independent Accountant in accordance with Section 2.3(b)(v) (in addition to those items theretofore agreed to by Purchaser and Seller).

Final Statement of Purchase Price means (A) if a Purchase Price Dispute Notice is not delivered by Seller within the time period required by this Section 2.3(d)(ii), the amount of the Proposed Purchase Price Calculation, (B) at Seller’s option, the Estimated Purchase Price, if Buyer does not deliver the Proposed Purchase Price Calculation, (C) the amount agreed as the final Purchase Price at any time in writing by Buyer and Seller or (D) 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(d)(ii).