Common use of Final Closing Statement Clause in Contracts

Final Closing Statement. The Proposed Closing Statement shall become the “Final Closing Statement” (i) on the earliest of (A) the first (1st) day following the end of the review period of the Proposed Closing Statement (as calculated in accordance with Section 3.7(d)), if a Notice of Disagreement has not been delivered to Parent by the Representative, (B) the date upon which the Representative acknowledges in writing that it has no objections to the Proposed Closing Statement, (C) the date of resolution of all matters set forth in the Notice of Disagreement pursuant to Section 3.7(e) and (D) the date upon which the Accounting Firm reaches a final, binding resolution of solely those matters specified in any Notice of Disagreement pursuant to Section 3.7(f), (ii) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 3.7(e), on the date such resolution is executed, if all outstanding matters are resolved through such resolution and (iii) with such changes as are necessary to reflect the Accounting Firm’s resolution of matters in dispute, on the date the Accounting Firm delivers its final, binding resolution pursuant to Section 3.7(f). The date on which the Proposed Closing Statement shall become the Final Closing Statement pursuant to the immediately foregoing sentence is referred to as the “Final Determination Date”.

Final Closing Statement. The Proposed Closing Statement shall become the “Final Closing Statement” (i) on the earliest earlier of (Aw) the first (1st) day following the end of the review period of the Proposed Closing Statement (as calculated in accordance with Section 3.7(d)3.6(d) (Notice of Disagreement), if a Notice of Disagreement has not been delivered to Parent by the Representative, (Bx) the date upon which the Representative acknowledges in writing that it has no objections to the Proposed Closing Statement, (Cy) the date of resolution of all matters set forth in the Notice of Disagreement pursuant to Section 3.7(e3.6(d) (Notice of Disagreement) and (Dz) the date upon which the Accounting Firm reaches a final, binding resolution of solely those matters specified in any Notice of Disagreement pursuant to Section 3.7(f3.6(f) (Dispute Resolution Procedure), (ii) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 3.7(e3.6(e) (Initial Method of Resolution), on the date such resolution is executed, if all outstanding matters are resolved through such resolution resolution, and (iii) with such changes as are necessary to reflect the Accounting Firm’s resolution of matters in dispute, on the date the Accounting Firm delivers its final, binding resolution pursuant to Section 3.7(f3.6(f) (Dispute Resolution Procedure). The date on which the Proposed Closing Statement shall become the Final Closing Statement pursuant to the immediately foregoing sentence is referred to as the “Final Determination Date”.

Final Closing Statement. The Proposed Closing Statement shall become the “Final Closing Statement” (i) on the earliest earlier of (Aw) the first (1st) 31st day following the end of the review period delivery of the Proposed Closing Statement (as calculated in accordance with Section 3.7(d)), if a Notice of Disagreement has not been delivered to Parent by the RepresentativeMember, (Bx) the date upon which the Representative Member acknowledges in writing that it has no objections to the Proposed Closing Statement, (Cy) the date of resolution of all matters set forth in the Notice of Disagreement pursuant to Section 3.7(e2.6(b) and (Dz) the date upon which the Accounting Firm reaches a final, binding resolution of solely those matters specified in any Notice of Disagreement pursuant to Section 3.7(f2.6(d), (ii) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 3.7(e2.6(c), on the date such resolution is executed, if all outstanding matters are resolved through such resolution and (iii) with such changes as are necessary to reflect the Accounting Firm’s resolution of matters in dispute, on the date the Accounting Firm delivers its final, binding resolution pursuant to Section 3.7(f2.6(d). The date on which the Proposed Closing Statement shall become the Final Closing Statement pursuant to the immediately foregoing sentence is referred to as the “Final Determination Date”.

Final Closing Statement. The Proposed Closing Statement shall become the “Final Closing Statement” (i) on the earliest earlier of (Aw) the thirty-first (1st31st) day following the end of the review period delivery of the Proposed Closing Statement (as calculated in accordance with Section 3.7(d)), if a Notice of Disagreement has not been delivered to Parent by the Representative, (Bx) the date upon which the Representative acknowledges in writing that it has no objections to the Proposed Closing Statement, (Cy) the date of resolution of all matters set forth in the Notice of Disagreement pursuant to Section 3.7(e3.6(d) and (Dz) the date upon which the Accounting Firm reaches a final, binding resolution of solely those matters specified in any Notice of Disagreement pursuant to Section 3.7(f3.6(e), (ii) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 3.7(e3.6(d), on the date such resolution is executed, if all outstanding matters are resolved through such resolution and (iii) with such changes as are necessary to reflect the Accounting Firm’s resolution of matters in dispute, on the date the Accounting Firm delivers its final, binding resolution pursuant to Section 3.7(f3.6(e). The date on which the Proposed Closing Statement shall become the Final Closing Statement pursuant to the immediately foregoing sentence is referred to as the “Final Determination Date”.

Final Closing Statement. The Proposed Closing Statement shall become the “Final Closing Statement” (i) on the earliest earlier of (Aw) the first (1st) 31st day following the end of the review period delivery of the Proposed Closing Statement (as calculated in accordance with Section 3.7(d)), if a Notice of Disagreement has not been delivered to Parent Buyer by the RepresentativeMember, (Bx) the date upon which the Representative Member acknowledges in writing that it has no objections to the Proposed Closing Statement, (Cy) the date of resolution of all matters set forth in the Notice of Disagreement pursuant to Section 3.7(e2.6(b) and (Dz) the date upon which the Accounting Firm reaches a final, binding resolution of solely those matters specified in any Notice of Disagreement pursuant to Section 3.7(f2.6(d), (ii) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 3.7(e2.6(c), on the date such resolution is executed, if all outstanding matters are resolved through such resolution and (iii) with such changes as are necessary to reflect the Accounting Firm’s resolution of matters in dispute, on the date the Accounting Firm delivers its final, binding resolution pursuant to Section 3.7(f2.6(d). The date on which the Proposed Closing Statement shall become the Final Closing Statement pursuant to the immediately foregoing sentence is referred to as the “Final Determination Date”.

Final Closing Statement. The Proposed Closing Statement shall become the “Final Closing Statement” (i) on the earliest earlier of (Aw) the first (1st) 31st day following the end of the review period delivery of the Proposed Closing Statement (as calculated in accordance with Section 3.7(d)), if a Notice of Disagreement has not been delivered to Parent Buyer by the RepresentativeShareholders, (Bx) the date upon which the Representative acknowledges Shareholders acknowledge in writing that it has they have no objections to the Proposed Closing Statement, (Cy) the date of resolution of all matters set forth in the Notice of Disagreement pursuant to Section 3.7(e2.6(b) and (Dz) the date upon which the Accounting Firm reaches a final, binding resolution of solely those matters specified in any Notice of Disagreement pursuant to Section 3.7(f2.6(d), (ii) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 3.7(e2.6(c), on the date such resolution is executed, if all outstanding matters are resolved through such resolution and (iii) with such changes as are necessary to reflect the Accounting Firm’s resolution of matters in dispute, on the date the Accounting Firm delivers its final, binding resolution pursuant to Section 3.7(f2.6(d). The date on which the Proposed Closing Statement shall become the Final Closing Statement pursuant to the immediately foregoing sentence is referred to as the “Final Determination Date”.