Buyer Statement definition

Buyer Statement has the meaning ascribed to it in Section 12.2(g).

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Buyer Statement has the meaning set forth in Section 2.6(a).

Buyer Statement shall have the meaning set forth in Section 2.3(b).

Examples of Buyer Statement in a sentence

Unless Seller Representative delivers written notice to the Buyer prior to 5:00 p.m. New York City time on the last day of the Review Period that it objects to any item or items shown or reflected in the Buyer Statement, and specifying in reasonable detail the item or items to which it objects and reasons therefor (such item or items, the “Disputed Items” and, such notice, the “Dispute Notice”), then the Buyer Statement shall be deemed accepted by Sellers for all purposes of this Agreement.
Should Buyer object to any of the amounts or calculations in the Closing Statement, or should Sellers object to any of the amounts or calculations in the Buyer Statement, Buyer and Sellers shall cooperate in a diligent good faith manner to resolve such objections prior to the Closing, and the Closing Statement or Buyer Statement, as applicable, shall be adjusted prior to the Closing to reflect any changes agreed to by Buyer and Sellers prior to the Closing.
Buyer shall prepare the Buyer Statement in good faith and in a manner consistent with the terms of (including the definitions contained in) this Agreement.
Buyer shall prepare the Buyer Statement consistent with the basis of the preparation of the Estimate Statement.
Seller shall provide Buyer and its Representatives with reasonable and timely access to the records, properties and Representatives of Seller Entities relating to the preparation of the Estimated Credits to Buyer and shall cause the Representatives of Seller Entities to reasonably cooperate with Buyer and its Representatives in connection with ▇▇▇▇▇’s review of the Estimated Credits to Buyer Statement.
Unless within fifteen (15) days after its receipt of the Buyer Statement, the Sellers' Representative shall deliver to the Buyer a reasonably detailed statement describing the Sellers' objections to the Buyer Statement (a "Statement of Objection"), the amount of Net Assets at May 31, 2005 as set forth on the Buyer Statement shall be final and binding on the parties hereto and the Buyer Statement shall be the final statement hereunder (the "Final Statement").
After receipt of the Buyer Statement, each Seller shall have ten (10) days (the “Review Period”) to review the Buyer Statement.
The Securityholders’ Representative and Buyer shall cooperate with each other and any Reviewing Accountants in connection with the matters contemplated by this Section 2.12, including Buyer’s preparation of and the Securityholders’ Representative’s review of Buyer Statement, in each case including by furnishing such information and access to books, records (including accountants’ work papers), personnel and properties as may be reasonably requested.
If Seller duly gives Buyer such notice of objection and if Seller and Buyer fail to resolve the issues outstanding with respect to the Buyer Statement within thirty (30) days of Buyer’s receipt of Seller’s objection notice, Seller and Buyer shall submit the issues remaining in dispute to be finally settled in accordance with Section 12.9 hereof.
If (i) Seller agrees in writing with the Buyer Statement or (ii) during the thirty (30) day period following delivery of the Buyer Statement to Seller, Seller has not given Buyer written notice of its objection to the Buyer Statement (which notice shall state in reasonable detail the basis of Seller’s objection), then the Buyer Statement shall be binding and conclusive on the parties and used to compute the adjustment described in this Section 3.2.

More Definitions of Buyer Statement

Buyer Statement has the meaning ascribed to it in Section 13.2(g). “Capacity Check Test” has the meaning ascribed to it in Section 15.6(a). “Capacity Confirmation” has the meaning ascribed to it in Section 15.6(c).

Buyer Statement is defined in Section 2.5(c)(i). “Cash Consideration” is defined in Section 2.2. “Claim” means any claim, demand, charge, complaint, or cause of action of any kind or character under any theory (including contract, tort, statutory liability, strict liability, employer liability, premises liability, products liability, breach of warranty, or malpractice), whether civil, criminal, investigative, or administrative, whether made by a Governmental Authority or any other Person, whether or not asserted in any Proceeding. “Claim Certificate” is defined in Section 7.7(a). “Claim Deadline” is defined in Section 7.5(a). “Closing” is defined in Section 2.6(a). “Closing Date” is defined in Section 2.6(a). “Closing Statement” is defined in Section 2.5(a). “Code” means the Internal Revenue Code of 1986, as amended. 2

Buyer Statement has the meaning set forth in Section 3.3(a).

Buyer Statement has the meaning ascribed to it in Section 12.2(g). “Buyer TAE Price Notice” has the meaning ascribed to it in Section 2.16(f).