Closing Date Statement definition
Examples of Closing Date Statement in a sentence
The Estimated Closing Date Statement will be prepared in a manner consistent with (x) the definitions of the terms Closing Company Net Working Capital, Working Capital Increase, Working Capital Decrease, Closing Company Cash, Closing Company Indebtedness, Closing Company Transaction Expenses, and Purchase Price (and the definitions of the defined terms contained therein) and (y) the Accounting Principles.
Within ten (10) days after the Independent Accountant is appointed, ▇▇▇▇▇ shall forward a copy of the Closing Date Statement to the Independent Accountant, and Seller shall forward a copy of the Dispute Notice to the Independent Accountant, together with, in each case, all relevant supporting documentation.
Buyer shall not, and shall cause its Affiliates (including the Company and its Subsidiaries post-Closing) not to, take any actions with respect to the accounting books and records of the Business on which the calculations set forth in the Closing Date Statement are to be based that are inconsistent with the past practices of the Business.
For the avoidance of doubt, Seller shall not be required to delay the Closing as a result of ▇▇▇▇▇’s review of or comments to the Estimated Closing Date Statement, and Buyer’s review thereof shall not limit or otherwise affect the preparation of the Closing Date Statement in accordance with this Agreement.
The Closing shall be effective at 12:01 a.m., Eastern Time, on the Closing Date (the “Effective Time”, provided, that, if the Closing Date is the last day of a calendar month, during the period between the Effective Time and the Measurement Time, Buyer shall not take any action, or cause the Company to take any action, that would modify, or be reasonably expected to modify, any of the amounts set forth in the Estimated Closing Date Statement calculated as of the Measurement Time).