Conclusive Statement definition

Conclusive Statement shall have the meaning ascribed to such term in Section 1.6(a)(v) hereof.
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Conclusive Statement has the meaning given to that term in Section 2.03(d).
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Conclusive Statement has the meaning set forth in Section 2(c)(3)(C) below.
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Examples of Conclusive Statement in a sentence

  • 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).

  • The date on which the Shareholders’ Representative and Buyer agree to, or the Neutral Auditor delivers, the Conclusive Statement shall be the “Conclusive Date”.

  • Except to the extent reflected on ------------------------- the Conclusive Statement, cash and cash equivalents, including, without limitation, bank deposits, investments in so-called "money market" funds, commercial paper funds, certificates of deposit, Treasury Bills and accrued interest thereon.

  • In the event that Parent does not deliver the Initial Statement within forty-five (45) 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 for the purposes of this Agreement.

  • Conclusive Statement of (a) Any statement of account relating to the Facility signed as Account correct by any of the duly authorized officer(s) of the Lender shall be conclusive evidence of the Borrower's indebtedness to the Lender, save for manifest errors.

  • 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.

  • As of the Closing, all liabilities and obligations whatsoever with respect to Transferred Employees relating to or arising under any employment agreement, as well as accrued wages and workers' compensation, holiday, vacation and sick day benefits, shall be assumed by, and become the sole responsibility of, Buyer or the Company or a Division Entity, in each case, to the extent accrued on the Conclusive Statement.

  • The full amount of sales taxes as of December 31, 2005 are a “Buyer’s Credit” on the Conclusive Statement, and consequently Seller is entitled to be reimbursed for the portion of sales taxes paid by it during the February cash transfer.

  • 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”.

  • All payments to be made pursuant to this Section 3.5(d) will be made on the tenth business day following the date on which the Conclusive Statement is determined by wire transfer (to an account previously designated in writing by the receiving party) of immediately available funds.


More Definitions of Conclusive Statement

Conclusive Statement has the meaning ascribed thereto in Section 3.3(c).
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Conclusive Statement shall have the meaning set forth in Section 2.7(c).
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Conclusive Statement has the meaning provided in Section 2.3(d).
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Conclusive Statement. 2.8(d) “Confidentiality Agreement” 6.1(b) “Consents and Approvals” 4.6 “Contributed Option” 2.4(b) “Contributed Shares” Recitals
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Related to Conclusive Statement

  • E-Statement means an electronic version of daily confirms, monthly, quarterly or annual statements, and shareholder tax statements created with investor transaction data housed on DST’s TA2000® mutual fund record keeping system, with images available online via a secure web site.

  • Settlement Statement has the meaning set forth in Section 3.2(a).

  • Final Statement means the statement defined in Sub-Clause 14.11 [Application for Final Payment Certificate].

  • Objections Statement has the meaning set forth in Section 1.02(d).

  • Payment Statement As defined in Section 6.01 hereof.

  • Operating Statement shall have the meaning set forth in Section 27.1 hereof.

  • Closing Statement has the meaning set forth in Section 2.5(a).

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Inconclusive means the determination following an

  • untrue statement shall include any untrue statement or alleged untrue statement, or any omission or alleged omission to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Tax Statement means a statement in reasonable detail setting forth a comparison of the Taxes for a Tax Year with the Base Taxes.

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Determination Notice is defined in Section 6.1(b)(i) of the Agreement.

  • Rule 482 Statement means a document that contains the number of Securities issued, the offering price and any other items dependent upon the offering price, prepared in accordance with the provisions of Rule 482 of the 1933 Act, a copy of which shall be attached as Schedule D hereto. “Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Rules and Regulations and Rule 3a of the Commission’s Internal and Other Procedures (“Rule 3a”) relating to the payment of filing fees thereof. The Fund, subject to the Registration Statement having been declared effective and the filing of the Prospectus under Rule 497, has taken all required action under the 1933 Act, the 1940 Act, the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and the Rules and Regulations to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.

  • Landlord’s Statement An instrument containing a computation of any Additional Rent due pursuant to the provisions of this Article 5.

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Preliminary Notice means the notice of intended Termination by the Party entitled to terminate this Agreement to the other Party setting out, inter alia, the underlying Event of Default.

  • Annual Statement means that statement required by Iowa Code section 508.11 to be filed annually by the company with the office of the commissioner.

  • Request regarding a statement of account means a record authenticated by a debtor requesting that the recipient approve or correct a statement indicating what the debtor believes to be the aggregate amount of unpaid obligations secured by collateral as of a specified date and reasonably identifying the transaction or relationship that is the subject of the request.

  • Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.

  • Auditor’s Report means the auditor’s report on the Financial Report; “AEDT” means Australian Eastern Daylight Time.

  • Certification Practice Statement means a statement issued by a Certifying Authority to specify the practices that the Certifying Authority employs in issuing Digital Signature Certificates;