Closing Statement Response Notice definition
Examples of Closing Statement Response Notice in a sentence
The Accounting Referee shall only have authority to make determinations in respect of those specific items for which an objection has been raised in the Closing Statement Response Notice, and all determinations shall be based solely on the presentations of Buyer and Seller and their respective representatives, and not by independent review.
Any items not specifically objected to in the Closing Statement Response Notice will be deemed to have been accepted by, and will be binding and conclusive on, TVV on the thirtieth (30th) day following delivery of the Closing Statement to TVV.
Any such objections which cannot be resolved between Buyer and Seller within fifteen (15) days following Buyer’s receipt of the Closing Statement Response Notice shall be resolved in accordance with this Section 3.4(c).
Any such objections which cannot be resolved between Parent and the Stockholders’ Representative within thirty (30) days following the Parent’s receipt of the Stockholders’ Representative’s statement of objections contained in the Closing Statement Response Notice shall be resolved in accordance with this Section 2.6(d).
Any such objections which cannot be resolved between Buyer and the Stockholders’ Representative within thirty (30) days following Buyer’s receipt of the Closing Statement Response Notice shall be resolved in accordance with this Section 3.6(b).
The Accounting Referee shall determine, based solely on presentations by Parent and the Stockholders’ Representative and their respective representatives, and not by independent review, only those unresolved issues in dispute specifically set forth on the Closing Statement Response Notice and shall render a written report as to the dispute and the resulting calculation of Closing Cash and/or Closing Working Capital, as appropriate, which shall be conclusive and binding upon the parties.
Any such objections which cannot be resolved between Purchaser and Seller within thirty (30) days following Seller’s receipt of the Closing Statement Response Notice shall be resolved in accordance with this Section 2.3(b).
If Purchaser does not deliver a Closing Statement Response Notice to Purchaser within the Review Period, Purchaser shall be deemed to have accepted the Closing Statement in its entirety.
The Accounting Referee shall only have authority to make determinations in respect of those specific items for which an objection has been raised in the Closing Statement Response Notice, and all determinations shall be based solely on the presentations of Purchaser and Seller and their respective representatives, and not by independent review.
If Seller does not deliver a Closing Statement Response Notice to Buyer within the Review Period, Seller shall be deemed to have accepted the Closing Statement in its entirety and the Closing Statement (and the determination of the Closing Payment set forth therein) shall be binding and conclusive on the parties hereto and not subject to appeal.