Conclusive Statement definition
Examples of Conclusive Statement in a sentence
If the Conclusive Statement contains an Excess Amount, then Buyer shall pay to Seller an amount in cash equal to such Excess Amount.
In the event that Parent does not deliver the Initial Statement within sixty (60) calendar days after the Closing Date, each item on the Closing Date Statement shall be deemed undisputed and the Closing Date Statement delivered by the Company shall become the Conclusive Statement and shall be final and binding on Parent and the Stockholders as of such date in accordance with Section 2.8(d).
All payments to be made pursuant to this Section 1.3(d) will be made on the fifth business day following the date on which Buyer and Sellers agree to, or the Neutral Accounting Arbitrator delivers, the Conclusive Statement and the Conclusive Adjustment Statement and, in the case of payment to Buyer, instruct the Escrow Agent by joint written instruction accordingly.
The date on which the Shareholders’ Representative and Buyer agree to, or the Neutral Auditor delivers, the Conclusive Statement shall be the “Conclusive Date”.
The date on which the Stockholder Representative and Parent agree to, or are deemed in accordance with this Section 2.8(d) to have agreed to, or the Neutral Auditor delivers, the Conclusive Statement shall be the “Conclusive Date”.
Any payment to be made pursuant to this Section 1.6(a) shall be made on the third Business Day following the date on which the Good Faith Statement becomes the Conclusive Statement pursuant to this Section 1.6(a).
Any payment to be made pursuant to this Section 1.6(a) shall be made on the third Business Day following the date on which the Statement becomes the Conclusive Statement pursuant to this Section 1.6(a).
Notwithstanding anything to the contrary contained herein, the determination of the Conclusive Statement and the resulting Adjustment Amount shall not preclude Parent or the Stockholder Representative, as the case may be, from pursuing indemnification for the breach of any representation, warranty or covenant pursuant to Article IX or any matters otherwise indemnifiable thereunder.
BFC and ▇▇▇▇▇▇ shall not have any obligation under Section 10.1(a) to indemnify Buyer and its affiliates for any matter reflected in Net Working Capital in the Conclusive Statement.
All payments to be made pursuant to this Section 3.04(e) will be made on or before the fifth (5th) Business Day following the date on which Parent and the Member Representative agree to, or the Neutral Accounting Arbitrator delivers, the Conclusive Statement and the Conclusive Adjustment Statement.