Purchase Price Statement definition

Purchase Price Statement has the meaning set forth in Section 2.2(b).

Purchase Price Statement means an unaudited statement setting out the amount of the final Purchase Price as at the Effective Time prepared in accordance with Clause 6 (Post-Completion Adjustment).

Purchase Price Statement has the meaning ascribed thereto in Section 3.10(a);

Examples of Purchase Price Statement in a sentence

• If the Buyer does not provide an Objection Notice within the time period and in the manner set forth in this Section 2.5, the Estimated Purchase Price Purchase Price set forth in the Estimated Purchase Price Statement shall be final and binding on the Parties for all purposes hereunder.

• They thus fail to carry their “heavy” burden to demonstrate circumventing the record rule with their background evidence.

• The Purchase Price Adjustment Report: (i) shall be prepared using the same format and the same methodologies required to be used in preparing the Estimated Purchase Price Statement; and (ii) shall clearly set forth and describe any variations between the Estimated Purchase Price and allocation, and Buyer’s calculation of the Purchase Price and allocation.

• To the extent that any foreign currency conversions are necessary in connection with the preparation of Preliminary Net Working Capital, suchconversions shall be consistent with the method for conversion of foreign currency as used by the Seller in preparation of its audited financial statements using the applicable exchange rate as of the date immediately prior to the date of the Estimated Purchase Price Statement.

• If Seller fails to take either of the foregoing actions within 30 days after delivery of the Adjustment Notice, then Seller will be deemed to have irrevocably accepted the Final Adjusted Purchase Price Statement, in which case, the Final Adjusted Purchase Price Statement will be final and binding on the parties for purposes of this Agreement.

More Definitions of Purchase Price Statement

Purchase Price Statement shall have the meaning ascribed to such term in Section 2.3(b)(ii).

Purchase Price Statement has the meaning set out in Paragraph 1.1 of Schedule 4. R & D Payments contingent payments by way of further additions to the Purchase Price to be made pursuant to clause 3.5. R & D Tax Credits the amount of any payment made by HMRC and received and retained by the Company as the result of the Company surrendering any amount of allowance or credit for Tax in respect of expenditure on research & development for any accounting period of the Company. Relevant Claim a Warranty Claim, a Fundamental Warranty Claim, a Tax Protection Claim or any other claim under this agreement (save for a claim made pursuant to 11 (Seller Restrictions)). Respective Proportion in relation to any Seller, the proportion of any sum or liability as is equal to the proportion which his Sale Shares bear to the Sale Shares as a whole, as set out in the final column of the table in Schedule 1. Retention the sum of £[**] to be withheld from the Completion Payment and dealt with in accordance with Schedule 10.

Purchase Price Statement has the meaning set out in paragraph 1 of Schedule 6.

Purchase Price Statement means the statement setting out the amount of the Working Capital Adjustment and Indebtedness shown in, or derived from, the Completion Accounts, together with the resulting calculation of the Purchase Price, and as prepared and agreed or determined (as the case may be) in accordance with this Schedule;

Purchase Price Statement shall have the meaning given to such term in Section 4.4(a).

Purchase Price Statement means any Interim Purchase Price Statement or the Final Purchase Price Statement, as applicable.

Purchase Price Statement and provide them with full access to all of the books, records, work papers, facilities, employees, accountants, advisors and other representatives of the Company Entities and Company Subsidiaries in connection with the review of the Initial Purchase Price Statement. In the event that Solutia or any Akzo Nobel Entity disagrees with any Purchase Price Component set forth in the Initial Purchase Price Statement, the parties shall work together in good faith to resolve any such disagreement as soon as possible. As part of their review of the Initial Purchase Price Statement, Solutia and the Akzo Nobel Entities shall agree on the allocation of the Estimated Legacy Transaction Amount and the Estimated Company Transaction Amount as between the Company Entities. The final Initial Purchase Price Statement (including the allocation of the Estimated Legacy Transaction Amount and the Estimated Company Transaction Amount), as agreed upon by the Akzo Nobel Entities and Solutia, shall be the "Conclusive Initial Purchase Price --------------------------------- Statement", and the Purchase Price Components set forth in such Conclusive --------- Initial Purchase Price Statement shall be final and binding on the parties to this Agreement, subject only to the adjustment set forth in Section 1.5 ----------- hereof.