Final Purchase Price Statement definition
Examples of Final Purchase Price Statement in a sentence
If Seller does not deliver an Objection Notice within such forty-five (45)-day period, such Proposed Final Purchase Price Statement and the Final Purchase Price reflected in the Proposed Final Purchase Price Statement will be final, conclusive, and binding on the Parties.
Any payment due under this Section 2.5 shall be paid by wire transfer of immediately available funds to an account designated by GE Tennessee to Purchaser, or an account designated by Purchaser to GE Tennessee, as applicable, within three Business Days after the date on which the Final Purchase Price Statement becomes conclusive and binding on the Parties in accordance with the provisions of Section 2.4.
The determination of the Final Purchase Price Statement by the Neutral Firm shall be conclusive and binding on both Parent and the Company.
Within forty-five (45) days after receipt by Seller of the Proposed Final Purchase Price Statement, Seller must either inform Purchaser in writing that the Proposed Final Purchase Price Statement is acceptable, or deliver a written notice (the “Objection Notice”) to Purchaser setting forth in reasonable detail any objection or disagreement Seller has with respect to any items set forth in or missing from the Proposed Final Purchase Price Statement.
The Final Purchase Price Statement, as so adjusted, will be deemed final and the Final Purchase Price Statement, as so adjusted, will be deemed to contain the final Working Capital, Working Capital Adjustment, and Final Purchase Price.
The Company agrees to provide the Neutral Firm all reasonable cooperation and access to the Records and employees of the Company and its subsidiaries reasonably requested by the Neutral Firm for use in determining the Final Purchase Price Statement.
The Expert shall apply the terms of this Agreement governing the determination of the different components included in the Final Purchase Price Statement and in particular the Accounting Principles and shall otherwise make its determination in accordance with such procedures as the Parties may agree.
Not later than five (5) days prior to the Closing Date, Seller and Purchaser shall prepare and agree upon the Estimated Purchase Price Statement, which shall be used to determine the relative portions of the Purchase Price payable at the Closing pursuant to this Section 2.2. Not later than 25 days following the Closing Date, Seller and Purchaser shall prepare and agree upon the Special Adjustments necessary to adjust the Estimated Purchase Price Statement to the Final Purchase Price Statement.
Parent shall prepare the Proposed Final Purchase Price Statement and components thereof in accordance with their defined terms, and shall cause it to be in substantially the same form as the Estimated Closing Statement.
The Final Purchase Price Statement shall be prepared by Seller and Purchaser in accordance with the Statement Methodology by adjusting the Estimated Purchase Price Statement to only the Special Adjustments.