Draft Closing Date Statement definition
Examples of Draft Closing Date Statement in a sentence
The parties shall use their reasonable best efforts to procure that the Company’s Auditors deliver to the Purchaser and the Seller a final and binding Closing Date Statement no later than the date twenty (20) days following the last date on which a timely Objection Notice was received (the date on which the Draft Closing Date Statement is deemed final and binding or the date in which the Closing Date Statement is delivered, as applicable, shall be referred to as the “Reimbursement Determination Date”).
Vendors and Purchaser will each bear the fees and expenses of their respective auditors and other professional advisors in preparing, reviewing or settling, as the case may be, the Draft Closing Date Statement.
If the Purchaser does not so object, or if the Purchaser agrees to the Seller’s calculation in writing, the Draft Closing Date Statement shall be the Final Closing Date Statement.
During the twenty five (25) day period (the “Review Period”) following the Seller’s receipt of the Draft Closing Date Statement, the Purchaser shall, and shall cause the Company to, make available to the Seller and its Representatives all documents and other records of the Company relating to the Draft Closing Date Statement reasonably requested by the Seller.
The Purchaser shall have 15 Business Days to challenge the accuracy of the Draft Closing Date Statement by notice to the Seller, detailing such objections in reasonable detail and proposing a revised calculation (the “Dispute Notice”).
The Draft Closing Date Statement will become the "Closing Date Statement" on the next Business Day following revision of the Draft Closing Date Statement under this Section 2.4.5(b).
Permitted Liens 2.4 Draft Closing Date Statement 4.2(i) Consents 4.3(c) Regulatory Approvals Unless the context otherwise requires, words and expressions defined in this Agreement will have the same meanings in the Schedules and the interpretation provisions set out in this Agreement apply to the Schedules.
Within 30 days of receipt of the Draft Closing Date Statement, the Vendors’ Representative may notify the Purchaser in writing of any objections it may have to the Draft Closing Date Statement and the Working Capital and/or Net Debt set forth therein (an “Objection Notice”), which Objection Notice will set forth the amount in dispute and a description of the nature and basis for each of the disagreements.
If an Objection Notice is not so delivered to the Purchaser, the Draft Closing Date Statement shall become the “Closing Date Statement” for the purposes hereof and the Working Capital and the Net Debt set forth in the Draft Closing Date Statement will be conclusive and binding on the Parties.
On or prior to the last date of the Review Period, each party shall deliver to the other party either a notice confirming that the notifying party accepts the Draft Closing Date Statement (a “Notice of Acceptance”) or a notice indicating its objections to the Draft Closing Date Statement (an “Objection Notice”).