Proposed Purchase Price Calculations definition

Proposed Purchase Price Calculations has the meaning set forth in Section 1.2(c)(i).
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Proposed Purchase Price Calculations shall have the meaning set forth in Section 2.07(a).
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Proposed Purchase Price Calculations has the meaning set forth in Section 1.5(e)(i).
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Examples of Proposed Purchase Price Calculations in a sentence

  • The Estimated Purchase Price, the Proposed Purchase Price Calculations, the Final Purchase Price, the Estimated Closing Statement and the Closing Statement and the calculations contained therein shall be determined in accordance with the Accounting Principles (including the same format (and for purposes of calculating Closing Date Net Working Capital, including only those line items) as the sample calculations set forth therein).

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

  • In resolving the disputed items, the Accounting Firm (A) shall be bound by the provisions of this Section 1.3, (B) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either Buyer or Seller and (C) shall limit its decision to such items as are in dispute and to only those adjustments as are necessary for the Proposed Purchase Price Calculations to comply with the provisions of this Agreement.

  • If Seller does not provide a Purchase Price Dispute Notice to Buyer within such sixty-day period, then the parties agree that the Proposed Purchase Price Calculations set forth in the Closing Statement shall become final and binding on the parties hereto.

  • The Estimated Purchase Price, the Proposed Purchase Price Calculations, the Final Purchase Price, the Estimated Closing Statement and the Closing Statement and the calculations contained therein shall be determined in accordance with the definitions contained herein.

  • The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculations together with any revisions thereto pursuant to this Section 2.3.3.3.

  • If Sellers’ Representative does not so provide such a Purchase Price Dispute Notice to Buyer within such sixty (60)-day period, then the Proposed Purchase Price Calculations set forth in the Closing Statement shall be deemed final and binding on the Parties.

  • If Parent does not provide a Purchase Price Dispute Notice to Buyer within such 45-day period, then the parties agree that the Proposed Purchase Price Calculations set forth in the Closing Statement shall be deemed final and binding on the parties hereto.

  • In resolving the Disputed Items, the Accounting Firm (A) shall be bound by the provisions of this Section 2.07, (B) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either Buyer or Parent and (C) shall limit its decision to such items as are in dispute and to only those adjustments as are necessary for the Proposed Purchase Price Calculations to comply with the provisions of this Agreement.

  • If Parent does not provide a Purchase Price Dispute Notice to Buyer within such forty-five (45)-day period, then the parties agree that the Proposed Purchase Price Calculations set forth in the Closing Statement shall be deemed final and binding on the parties hereto.


More Definitions of Proposed Purchase Price Calculations

Proposed Purchase Price Calculations. The Estimated Closing Balance Sheet and Proposed Purchase Price Calculations shall be prepared by Buyer in a manner consistent with the Accounting Principles, and Buyer shall not make any changes to the assumptions underlying the Accounting Principles or levels of reserves customarily used by the Target Companies with respect to the Accounting Principles.
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Related to Proposed Purchase Price Calculations

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Estimated Purchase Price has the meaning set forth in Section 2.4(a).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.

  • Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Adjusted Purchase Price has the meaning set forth in Section 2.2.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Contract Purchase Price means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Purchase Price has the meaning set forth in Section 2.2.

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Allocation Schedule has the meaning set forth in Section 2.07.