Purchase Price Adjustment Statement has the meaning set forth in Section 2.4(a).

Purchase Price Adjustment Statement shall have the meaning set forth in Section 2.5.

Purchase Price Adjustment Statement shall have the meaning ascribed to such term in Section 2.04.

Examples of Purchase Price Adjustment Statement in a sentence

The Escrow Agreement will provide, among other things, that all amounts in the Purchase Price Escrow Account will be released in accordance with the amounts provided on the Final Purchase Price Adjustment Statement and paid pursuant to Section 1.6.
Seller and Buyer shall each make every reasonable effort to agree prior to the Closing Date on a mutually agreed Purchase Price Adjustment Statement.
Seller shall submit a Closing statement (the “Purchase Price Adjustment Statement”) to Buyer not fewer than seven (7) business days prior to Closing, and shall afford Buyer access to any Records pertaining to the computations contained in the Purchase Price Adjustment Statement.
At least two (2) full business days prior to Closing, Buyer shall deliver to Seller a written report containing such changes, if any, which Buyer proposes be made to the Purchase Price Adjustment Statement.
In connection with the preparation of the Sales Purchase Price Adjustment Statement, the Buyer shall grant Seller access to the Buyer’s work papers used in the preparation of the Sales Purchase Price Adjustment Statement and the Buyer shall make available to the Seller all other documents and information as Seller may reasonably request.

More Definitions of Purchase Price Adjustment Statement

Purchase Price Adjustment Statement has the meaning set forth in Section 1.8(a).

Purchase Price Adjustment Statement. As defined in Section 3.2(b).

Purchase Price Adjustment Statement means Seller’s statement of the Singapore Estimated Net Assets Amount and the Suzhou Estimated Net Assets Amount, in each case as of the Closing Date, which Purchase Price Adjustment Statement shall be delivered to Buyer pursuant to Section 2.05 hereof.

Purchase Price Adjustment Statement setting forth its calculation of the Net Working Capital as of the Closing, including its calculation of Inventory Value. For the avoidance of doubt, in the preparation of the Purchase Price Adjustment Statement and the calculation of the Inventory Value, the Preliminary Inventory Value when determining Inventory Value calculated pursuant to Section 2.06(a) shall not be subject to review or adjustment. If the Net Working Capital shown in the Purchase Price Adjustment Statement is greater than (resulting in a payment due to the Sellers), or less than (resulting in a payment due to Buyer), the Estimated Net Working Capital, then Buyer or the Sellers, as applicable, shall pay the other, in accordance with the procedures of Section 2.06(f), the amount of such difference (any such payment, a “Purchase Price Adjustment”).

Purchase Price Adjustment Statement is defined in Section 1.5(b).

Purchase Price Adjustment Statement has the meaning specified in Section 3.2(a). “Purchased Assets” has the meaning specified in Section 2.1.

Purchase Price Adjustment Statement setting forth in reasonable detail Acquiror’s good faith calculation, as of the Closing, of (i) the Closing Working Capital (the “Final Closing Working Capital”) and the resulting Working Capital Adjustment, (ii) the aggregate amount of Closing Cash (the “Final Closing Cash”), (iii) the amount of Closing Indebtedness (the “Final Closing Indebtedness”), (iv) the amount of unpaid Transaction Expenses (the “Final Unpaid Transaction Expenses”), (v) the amount of unpaid Intercompany Balances (the “Final Unpaid Intercompany Balances”), and (vi) Acquiror’s calculation of Aggregate Consideration and the amount of any payments required pursuant to Section 1.8(c), in each case, based on the foregoing calculations derived from the Purchase Price Adjustment Statement.