Purchase Price Adjustment Certificate definition

Purchase Price Adjustment Certificate. A statement of the Purchase Price Adjustment Amount (specifying whether the Purchase Price is to be increased or decreased by such amount), which shall be certified by an officer of Seller.
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Purchase Price Adjustment Certificate means with respect to the El Paso PSA, Xxxx-XxXxx PSA and/or Valero PSA, a certificate of a Responsible Officer of the Borrower delivered pursuant to Section 6.02(f) specifying the amount of any Purchase Price Decrease under the El Paso PSA, Xxxx-XxXxx PSA and/or Valero PSA, and the date of receipt by a Company of any monies resulting from such Purchase Price Decrease.
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Purchase Price Adjustment Certificate has the meaning specified in Section 2.6(a).
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Examples of Purchase Price Adjustment Certificate in a sentence

  • If the representatives of Purchaser and Seller are unable to agree upon such determination of the Purchase Price Adjustment Amount within twenty (20) business days after Purchaser's receipt of such notification, Seller shall select an independent accounting firm from a list of three (3) such firms provided by Purchaser, which firm shall audit the Purchase Price Adjustment Certificate and determine the Purchase Price Adjustment Amount.

  • Within thirty (30) days after delivery of the Purchase Price Adjustment Certificate, Purchaser shall notify Seller on behalf of Seller, whether Purchaser agrees or disagrees with the determination of the Purchase Price Adjustment Amount set forth in the Purchase Price Adjustment Certificate.

  • The Purchase Price Adjustment Certificate shall include a computation of any reduction in the Purchase Price caused by the failure of one or more Seller's to deliver on the Closing Date their respective interests in the Transferred Assets.

  • As soon as reasonably practicable, and in any event within sixty (60) days following the Closing Date, Seller shall deliver to Purchaser the Purchase Price Adjustment Certificate.

  • In the event Buyer shall fail to deliver the Closing Report and the Closing Statement within such 30-day period, the Purchase Price Adjustment Certificate will be treated as the Closing Statement for purposes of Section 3.1 or 3.2, as applicable.

  • The Closing Date Balance Sheet and the Closing Purchase Price Adjustment Certificate shall be prepared in accordance with the Accounting Procedures, and shall be delivered together with a report thereon of Ernst & Young (“CSL’s Accountants”) that such statement fairly presents in all material respects the Closing Net Cash and the Closing Net Working Capital of the Companies determined in conformity with such Accounting Procedures.

  • Following the delivery of the Purchase Price Adjustment Certificate to Buyer, the Sellers and Buyer shall discuss the Segregated Account Estimate and the Sellers’ Price Estimate and endeavor to resolve any differences.

  • If the Seller, within such twenty business day period following delivery of the Purchase Price Adjustment Certificate, shall give written notice to the Buyer setting forth in detail any objection to such determination of the Actual Initial Purchase Price, the Buyer and the Seller shall endeavor to reach agreement within the twenty business day period following the receipt by the Buyer or the Seller of any notice of objection.

  • CIL shall prepare the Closing Date Purchase Price Adjustment Certificate in accordance with Colombian GAAP applied on a basis consistent with the preparation of the Colombian Companies’ financial statements.

  • If the Acquiror does not deliver the Acquiror’s Purchase Price Adjustment Certificate to the Parent within thirty (30) Business Days following the Closing Date, then the Seller’s Estimated Purchase Price Adjustment Amount detailed in the Seller’s Purchase Price Adjustment Certificate shall be deemed to be the Final Purchase Price Adjustment Amount in accordance with the last sentence of Section 2.05(f).


More Definitions of Purchase Price Adjustment Certificate

Purchase Price Adjustment Certificate shall have the meaning given such term in Section 2.4(a).
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Purchase Price Adjustment Certificate shall have the meaning specified in Section 3.3(b).
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Purchase Price Adjustment Certificate. Section 6.3(m)
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Related to Purchase Price Adjustment Certificate

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

  • 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.

  • Final Payment Certificate means the payment certificate issued under Sub-Clause 14.13 [Issue of Final Payment Certificate].

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

  • 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.

  • Interim Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment], other than the Final Payment Certificate.

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

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment].

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

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

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

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

  • Adjustment Escrow Amount means $1,000,000.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

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

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

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or setting forth the information described in clause (iv) to Section 9.1(d).

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

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).