Draft Closing Statement definition

Draft Closing Statement has the meaning given to it in Clause 7.1;

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Draft Closing Statement means a draft closing statement as of the close of business of the fifth (5th) Business Day immediately preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).

Draft Closing Statement means a draft closing statement, prepared by Seller and in a form mutually agreed to by the parties, which shall be initially prepared as of the close of business on the fifth (5th) Business Day preceding the Closing Date, and delivered to Purchaser on the third (3rd) Business Day preceding the Closing Date and which shall be subsequently updated as of the close of business on the third (3rd) Business Day preceding the Closing Date, and delivered to Purchaser on the Business Day prior to the Closing Date, in each case setting forth Seller’s reasonable estimated calculation of both the Purchase Price and the Estimated Payment Amount.

Examples of Draft Closing Statement in a sentence

Any Objection Notice given by the Vendors’ Representatives shall set forth in reasonable detail the dollar value of the adjustment, the reason for the adjustments based on the terms of this Agreement and the Vendors’ Representatives’ recalculation of the adjustment as it applies to the Draft Closing Statement.
Amounts set forth in a Draft Closing Statement that are not subject to dispute in an Objection Notice shall be deemed final for purposes of this Section 2.7. The Vendors’ Representatives and the Purchaser shall enter into a customary engagement agreement with the Independent Accountant and agree to cooperate in good faith with the Independent Accountant during the term of its engagement.
If no Objection Notice is delivered within the period and in the manner specified in this Section 2.7(1), or if the Purchaser and the Vendors’ Representatives confirm in writing that they accept the Draft Closing Statement prior to the end of such 60-day period, then the Draft Closing Statement shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal, absent manifest error, and shall constitute the final Closing Statement.
The Independent Accountant shall act as an expert and not as an arbitrator and the scope of the disputes to be resolved by the Independent Accountant shall be limited to (a) whether the Draft Closing Statement was prepared in accordance with the terms of this Agreement with respect to the matters that were submitted for resolution to the Independent Accountant pursuant to this Section 2.7 and (b) whether there were mathematical or clerical errors in the Draft Closing Statement.
The Parties agree that the purpose of preparing the Draft Closing Statement and the components thereof is solely to assess the accuracy of the Purchase Price calculations (including components thereof) depicted in the Estimated Closing Statement.

More Definitions of Draft Closing Statement

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.

Draft Closing Statement has the meaning set forth in Section 1.4(b).

Draft Closing Statement means a draft closing statement in the form attached hereto as Exhibit C, prepared by Seller, as of the close of business on the fifth Business Day preceding the Closing Date setting forth an estimated calculation of both the Estimated Purchase Price and the Estimated Payment Amount as reasonably mutually agreed by Seller and Buyer.

Draft Closing Statement has the meaning given to such term in Clause 3.3.

Draft Closing Statement has the meaning set forth in Section 2(f)(ii).

Draft Closing Statement means a draft closing statement prepared by Seller as of the close of business of the fifth (5th) Business Day preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto) substantially in the form attached as Exhibit A hereto.

Draft Closing Statement shall have the meaning set forth in Article 2.5 of this Agreement.