Proposed Closing Date Calculations definition

Proposed Closing Date Calculations has the meaning set forth in Section 2.4(b)(i).

Proposed Closing Date Calculations. Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles, and, except with respect to any changes required by an underlying material change in facts or circumstances, Buyer shall not make any changes to the assumptions underlying the Accounting Principles (including levels of reserves used by the Group Companies with respect thereto). If Buyer fails to timely deliver any of the Proposed Closing Date Calculations in accordance with the foregoing, then, Seller shall have the right to retain (at the expense of Buyer) the Accounting Firm to provide an audit or other review of the Group Companies’ books, review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.4(b), the determination of the Accounting Firm being conclusive and binding on the Parties; provided, however, that Seller reserves any and all other rights granted to it in this Agreement. Within three Business Days of the delivery by Buyer of the Proposed Closing Date Calculations, the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Seller the excess, if any, of the Adjustment Escrow Funds over the difference between (x) the Estimated Purchase Price and (y) the proposed calculation of the Purchase Price proposed by Buyer in the Proposed Closing Date Calculations.

Proposed Closing Date Calculations has the meaning set forth in Section 2.4(b)(i). “Purchase Price Dispute Notice” has the meaning set forth in Section 2.4(b)(ii). “QSub Election” has the meaning set forth on Exhibit 2. “R&W Insurance Policy” means that certain representations and warranties insurance policy issued by Ethos Specialty Insurance Services LLC to Acquiror in connection with the transactions contemplated hereby, in form and substance reasonably acceptable to Acquiror. “Registered Company IP” has the meaning set forth in Section 3.14(a)(i). “Related Party” means (A) any officer, director, shareholder or Affiliate of the Company, NewCo, any Seller Guarantor or any Seller or (B) any immediate family member of any such Person in the preceding clause (A). “Related Software” has the meaning set forth in the definition of “Open License Terms”. “Releasees” has the meaning set forth in Section 6.11(a). “Releasing Parties” has the meaning set forth in Section 6.11(a). “Relevant Service Provider” means each current or former Company Employee, director, officer and other individual service provider to the Company. “Representatives” means, with respect to any Person, any director, officer, agent, employee, general partner, member, stockholder, equityholder, advisor, manager, consultant, counsel, accountant or other representative of such Person. “Restricted Period” has the meaning set forth in Section 6.13(a). “Restrictive Covenant Agreement” means that certain Restrictive Covenant Agreement, to be entered into by the Company and Paulo Merloti, substantially in the form attached hereto as Exhibit 5. “Restructuring” has the meaning set forth in the Recitals. “Rev. Proc. 2004-35 Filing” means request for relief filed pursuant to IRS Revenue Procedure 2004-35, 2004-23 IRB 1029, in respect of the Company in connection with late shareholder consents for an S Corporation in a community property state. “S Corporation Tax Proceeding” has the meaning set forth in Section 8.1(d). “S Corporation Tax Returns” has the meaning set forth in Section 8.1(c). “Section 1542” has the meaning set forth in Section 6.11(b).

Examples of Proposed Closing Date Calculations in a sentence

• Prior to the end of the Review Period, Seller may accept the Proposed Closing Date Calculations by delivering written notice to that effect to Buyer, in which case the Purchase Price will be finally determined when such notice is given.

• Because this estimate exceeded the assumed amount of $188.1 million in the Agreement, an upward adjustment to the Purchase Price was made in MidOcean’s favor relating to Net Working Capital in the amount of $4,307,000.27 At the Closing, which occurred on or about November 1, 2013, ATK paid the adjusted Purchase Price to MidOcean, less certain amounts that ATK paid into specified escrow accounts.28On December 30, 2013, ATK delivered to MidOcean its Proposed Closing Date Calculations.

• Prior to the end of such forty-five (45)-day period (or such longer period as may be extended in accordance with this paragraph), Seller may accept the Proposed Closing Date Calculations by delivering written notice to that effect to Buyer, in which case the Purchase Price will be finally determined when such notice is given.

• A Purchase Price Dispute Notice must set forth, in reasonable detail, the Seller Representative’s objections to the Proposed Closing Date Calculations or the Earn-Out Statement, as applicable, indicating the items and amounts in dispute and the good faith alternative calculations for such disputed items, and all other items and amounts not so disputed shall be deemed final and binding on the parties for all purposes herein and may not thereafter be disputed.

• Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles.

• Any item set forth in the Proposed Closing Date Calculations and not objected to in the Purchase Price Dispute Notice shall be final and binding on the Parties.

• Any item set forth in the Proposed Closing Date Calculations and not objected to in the Transaction Consideration Dispute Notice shall be final and binding on the parties hereto.

• The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.4(b)(ii), and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Indebtedness, Unpaid Seller Expenses and Purchase Price, in each case, for all purposes hereunder (including the determination of the Actual Adjustment).

• The scope of the disputes to be resolved by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice.

• Acquiror shall revise the Proposed Closing Date Calculations and/or the Earn-Out Statement as appropriate to reflect the resolution of any disputed items thereto pursuant to this Section 2.4(b), and, as revised, such Proposed Closing Date Calculations and/or the Earn-Out Statement, as applicable, shall be deemed to be final for all purposes hereunder.

More Definitions of Proposed Closing Date Calculations

Proposed Closing Date Calculations has the meaning set forth in Section 2.2(b)(i). “Purchase” has the meaning set forth in the Recitals. “Purchase and Sale Agreement” means that purchase and sale agreement in the form attached as Exhibit G, with such changes as are made in accordance with Section 6.1, to be entered into by and between the Company and Coldwater Facility Holding, LLC, together with its affiliates X.X. Xxxxxx Ltd., X.

Proposed Closing Date Calculations. The Proposed Closing Date Calculations shall be calculated in good faith in accordance with the requirements of this Section 1.5 and, where applicable, the Accounting Principles and shall include supporting schedules and other reasonable supporting documentation.

Proposed Closing Date Calculations. With respect to any component of the Purchase Price for which Parent proposes an adjustment from the amounts set forth in the Representative’s calculation of the Estimated Purchase Price, the Proposed Closing Date Calculations shall set forth the amount of such adjustment and a reasonably detailed description of the basis for such adjustment. Parent agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles, the definitions and other applicable provisions of this Agreement, and Parent shall not make any changes to the assumptions explicitly set forth in the Accounting Principles or the Example Statement of Net Working Capital, as applicable (including the methodologies for determining reserves and accruals (including accrued expenses and accrued payroll and benefits) used by the Group Companies with respect thereto). If Parent fails to timely deliver any of the Proposed Closing Date Calculations in accordance with the foregoing, then the Actual Adjustment shall be deemed to equal zero.

Proposed Closing Date Calculations or “Proposed Closing Date Calculation” has the meaning set forth in Section 2.3(b)(i).