Closing Calculations definition

Closing Calculations has the meaning ascribed thereto in Section 2.5.1;

Closing Calculations shall have the meaning set forth in Section 1.13(b)(ii).

Closing Calculations has the meaning given to the term in Clause 6.5.1;

Examples of Closing Calculations in a sentence

• If Seller gives Buyer an Acceptance Notice or does not give Buyer an Objection Notice within such 45 day period, then the Closing Balance Sheet, Closing Income Statement and the Closing Calculations will be conclusive and binding upon the Parties and the Closing Calculation will constitute the Final Net Book Value, Final Rimage Sub Cash and Final EBITDA.

• At the time Buyer delivers the Closing Statement to the Seller Representative, Buyer shall also deliver to the Seller Representative reasonable detail supporting the Closing Calculations.

• The Parties shall cooperate fully in the preparation of the Closing Calculations.

• The Purchaser or the Vendors shall send to the Escrow Agent a copy of the final Closing Date Financial Statements and Closing Calculations pursuant to the Share Purchase Agreement, together with a joint written direction setting forth the manner in which Escrow Holdback (or any portion thereof) should be disbursed, as further contemplated by Section 3.2.

• The Purchaser and the Vendors shall be permitted access to the working papers of Xxxxx BGK LLP in respect of the Closing Date Financial Statements and the Closing Calculations in accordance with customary protocols regarding such access.

• The determination of the Firm shall be conclusive and binding upon the Purchaser and the Sellers and the sole and exclusive remedy for any disagreement between the parties regarding the Closing Calculations.

• Let us know how we can be of service to you, and please remember to recommend us to your friends and associates.Sincerely, Ayden R.

• The process set forth in this Section 1.6 will be the sole and exclusive remedy of the Purchaser and Seller and their respective Affiliates for any disputes related to the Final Closing Calculations and the Final Purchase Consideration and the calculations and amounts on which they are based or set forth in the related statements and notices delivered in connection therewith, except, in each case, in the case of mathematical or manifest error or fraud.

• The Closing Calculations shall include Terrain’s determination, as of the Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio and the Terrain Closing Cash Dividend.

• Section 2.01 Purchased Shares 21 Section 2.02 Estimated Closing Calculations 22 Section 2.03 Closing 22 Section 2.04 Post-Closing Purchase Price Adjustment.