Closing Statement Date definition
Examples of Closing Statement Date in a sentence
Since the Estimated Closing Statement Date, the Business has been conducted in the ordinary course and consistent with past practice.
Notwithstanding Seller's normal practices and procedures, to the extent that expenses have been incurred but not paid by Seller on or prior to the Closing Date, they shall appear as an Accrued Expense on the Preliminary Closing Statement or, if not incurred by the Preliminary Closing Statement Date, on the Final Closing Statement.
The Purchase Price shall be adjusted following the Closing as follows: (i) plus the amount, if any, by which any Closing Receivables exceeds any Closing Payables on the Closing Statement Date, (ii) minus the amount, if any, by which any Closing Payables exceed any Closing Receivables, and (iii) plus the Closing Cash, and payment shall be made in respect of any such post-Closing adjustment as set forth in Section 1.3(c)(ii).
Until the third anniversary of the Closing Statement Date, to the extent that any third party brings any Action against Buyer with respect to any Shortfall Amount not included in either the Final Definitive Shortfall Amount or the Final Closing Shortfall Amount (or the final Shortfall Amount determined in accordance with Section 2.5(d)), Seller shall reimburse the Buyer for the amount of such Shortfall Amount paid to such third party.
If the Seller does not deliver to the Buyer the Final Closing Date Statement by the Closing Statement Date, then at the election of the Buyer, either (i) the Buyer may prepare and present such materials to the Seller within an additional 45 days, or (ii) the Estimated Closing Statement will become final and binding on the Parties and will be deemed to be the Final Closing Date Statement.
To the extent the Net Asset Value set forth on the Closing Statement is greater than the Net Asset Value set forth on the Estimated Statement, Parent shall, within five (5) Business Days of the Final Closing Statement Date, pay 80.1% of such amount to Seller in US dollars by wire transfer of immediately available funds.
Unless Parent provides specific written notice to Seller of an objection to the Closing Statement before the close of business on the thirtieth (30th) Business Day after Parent's receipt thereof, the Closing Statement shall then become binding upon Parent, and shall be the "Final Closing Statement," and such Business Day shall be the "Final Closing Statement Date".
If after the Closing Statement Date any amount of Cash Addback arises under clause (iii) of the definition thereof, then Buyer shall within ten (10) days after receipt thereof pay such amount in cash over to Seller (without any reduction or offset).
Since the Estimated Closing Statement Date, all the Transferred Assets have been acquired for consideration not less or greater than the fair market value of such Transferred Assets at the date of such acquisition.
If a Buyer timely executes and delivers to the Sellers the assignments or confirmations in Section 5.13(b)(i) or Section 5.13(b)(ii), as applicable, prior to the Closing Statement Date, then a Buyer and any such applicable member of Buyer Parent’s Group shall cooperate in any collection endeavors of the Sellers and their respective Affiliates (other than, after Closing, the Dutch Entity) in respect of such Accounts Receivable, including executing any applicable documents required to pursue such collection.