Purchase Price Certificate definition

Purchase Price Certificate shall have the meaning ascribed to such term in Section 2.2(b) hereof.

Purchase Price Certificate has the meaning specified in Section 2.2(d).

Purchase Price Certificate shall have the meaning given to such term in Section 5.5(a)(iv).

Examples of Purchase Price Certificate in a sentence

• If the Sellers do not deliver the Disputed Items Notice to the Company within 30 days after the date of delivery of the Closing Purchase Price Certificate, the calculation of the Closing Purchase Price specified in the Closing Purchase Price Certificate will be conclusively presumed to be true and correct in all respects and will be final and binding upon the parties.

• Buyer shall pay to Seller in the manner described in Section 2.3(b)(i) above, an amount (the “Estimated Purchase Price”) equal to (i) Fifty-Nine Million Two Hundred Thousand Dollars ($59,200,000.00) plus or minus (ii) the amounts referenced in Section 2.4(a)(i)- (v) above, as estimated and set forth in the Estimated Purchase Price Certificate, minus (iii) the Escrow Amount.

• Those organisations shall not exercise their right to vote in cases where their Member States exercise theirs and conversely.

• Section 1.7(a) (Initial Determination), the Estimated Purchase Price Certificate delivered by the Company to the Buyer prior to the Closing shall be considered for all purposes of this Agreement as being the “Purchase Price Certificate” delivered by the Buyer pursuant to such Section 1.7(a) (Initial Determination) and the Securityholder Representative shall have all of its rights under this Section 1.7 with respect to such certificate.

• To avoid unnecessary repetition and possible construction problems, the Final Purchase Price specified in the Final Purchase Price Certificate will be conclusively presumed to be true and correct in all respects and will be binding upon the parties.

More Definitions of Purchase Price Certificate

Purchase Price Certificate shall have the meaning set forth in Section 8.2.

Purchase Price Certificate means a certificate, executed by the Chief Executive Officer and Chief Financial Officer of Citizens and dated as of the Closing Date (as defined above), setting forth the Conversion Amount, including Citizens Earnings, together with the arithmetic calculations and adjustments made pursuant to Sections 2.1 and 2.2.

Purchase Price Certificate has the meaning set out in Section 2.8(d); (ggg) "Purchase Price Interest" has the meaning set out in Section 2.5(2); (hhh) "Purchaser's Conditions" has the meaning set out in Section 5.1(1);

Purchase Price Certificate has the meaning set forth in Article 2.6.a.

Purchase Price Certificate has the meaning set forth in Section 1.1(b). “Representative ” means, with respect to any Person, its Affiliates, directors, managers, officers, employees, attorneys, accountants, financing sources, financial advisors, agents, consultants or other representatives. “Response Period ” has the meaning set forth in Section 7.3(a). “Sanctioned Country ” means any country or region that is, or has been in the last five (5) years, the subject or target of a comprehensive embargo under Sanctions Laws (including Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region of Ukraine). 35

Purchase Price Certificate setting forth Seller’s best estimate, as of the Closing Date, Receivables (“Estimated Closing Receivables”), estimated Inventories (“Estimated Closing Inventories”) and Trade Accounts Payable (“Estimated Closing Trade Payables”). Representatives from Seller and Buyer shall jointly take a physical inventory on or about the Closing Date using a mutually acceptable procedure from which the estimated Inventories as of Closing Date shall be calculated and using such counts the final Inventories shall be computed.

Purchase Price Certificate. Section 4.7(d) “Purchased Companies” Section 2.2(d) “Purchased Companies’ Shares” Section 2.2(d)