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. 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.
Examples of Proposed Closing Date Calculations in a sentence
The Final Closing Statement shall be prepared, and the Proposed Closing Date Calculations shall be made, in accordance with the applicable Accounting Principles.
More Definitions of Proposed Closing Date Calculations
Proposed Closing Date Calculations or “Proposed Closing Date Calculation” has the meaning set forth in Section 2.3(b)(i).
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.X. Xxxxxx Xxxxxxxxx GmbH, and X.X. Xxxxxx Specialty Materials (Taicang) Company Ltd. prior to or as of the Closing. “Purchase Price” means (i) Enterprise Value, minus (ii) Funded Indebtedness, plus (iii) Cash and Cash Equivalents, plus (iv) any Net Working Capital Adjustment (which may be a negative number), and minus (v) Transaction Expenses, in each case, as measured on the date and time specified in, and finally determined pursuant to Section 2.2(b). “Registered Intellectual Property Rights” has the meaning set forth in Section 4.11(a)(iii). “Regulatory Termination Event” has the meaning set forth in Section 8.3. “Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing, depositing or dumping of a Hazardous Material on or into the Environment (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Material). “Release Letters” has the meaning set forth in Section 2.1(c)(i). “Relevant CoC Event” has the meaning set forth in Section 6.1(c)(ii).
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).
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.