Purchase Price Calculation definition

Examples of Purchase Price Calculation in a sentence

• Purchaser shall deposit 10% of the Purchaser Shares to which the Sellers are entitled in escrow in the Purchase Price Calculation Account as defined in Section 9(A)(iii) of the Plan of Recapitalization, which Purchaser Shares shall be distributed in accordance with the remainder of Section 9 of the Plan of Recapitalization.

• If Unusual disagrees with such calculation and Unusual and Red Cat are unable to finally resolve such dispute within 30 days after Unusual’s receipt of the Purchase Price Calculation, then the dispute shall be resolved by a nationally-recognized accounting firm that is reasonably acceptable to Unusual and Red Cat (the “Independent Accounting Firm”).

• Upon determination of the Disputed Matters, the Expert will prepare a Final Purchase Price Calculation implementing his determination on the Disputed Matters (but without making any changes to any elements of the Final Purchase Price Calculation which were not Disputed Matters).

• If a timely Notice of Disagreement is received by Purchaser, then the Share Purchase Price Calculation (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the Parties on the earlier of (x) the date the Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement, or (y) the date all matters in dispute are finally resolved in writing by the Independent Auditor.

• Seller may, on or prior to the last day of the Review Period, give written notice of any disagreement with Buyer’s proposed Purchase Price Calculation or the Excess Closing Cash Calculation (a “Notice of Disagreement”) to Buyer.

• The statement and amount selected by the Independent Accounting Firm are referred to herein as the “Final Purchase Price Calculation Statement” and the “Final Purchase Price,” respectively.

• Nothing in this Section 10.09 shall operate to interfere with or impede the operation of the provisions of Section 2.04 (Post-Closing Purchase Price Calculation), or any Ancillary Agreement or the rights of either Party to seek equitable remedies to enforce any covenant of a Party to be performed after the Closing.

• The term "Secondary Purchase Price Calculation Date" shall have the meaning set forth in Section 2.3.

• The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.3(b)(ii).

• Unless Seller provides a Notice of Disagreement on or prior to the last day of the Review Period, (A) the Closing Date Net Working Capital Adjustment shall be deemed to set forth the final Net Working Capital Adjustment, (B) the Closing Date Cash shall be deemed to set forth the final Closing Cash, (C) the Excess Closing Cash Calculation shall be deemed to set for the final Excess Closing Cash and (D) the Purchase Price Calculation shall be deemed to set forth the final Purchase Price.