Estimated Closing Items definition

Estimated Closing Items has the meaning set forth in Section 2.3(a).

Estimated Closing Items has the meaning set forth in Section 1.04(a). ​ ​

Examples of Estimated Closing Items in a sentence

• If Buyer fails to give notice of objection within such two (2) Business Day period, then each Company and Buyer shall be deemed to have accepted Seller’s Estimated Closing Items.

• The Final Purchase Price Adjustment Date Balance Sheet, theFinal Net Working Capital and the Final Purchase Price Adjustment Amount (collectively, the “Final Closing Items”) shall be prepared in accordance with GAAP applied on a basis consistent with past practice and consistent with the principles and assumptions used in preparation of the audited consolidated balance sheet of the Companies as of December 31, 2011 and the Estimated Closing Items.

• If Buyer and Seller cannot agree upon the Estimated Closing Items or the Final Closing Items, the Dispute shall be submitted to an independent public accounting firm mutually agreed upon by Buyer and Seller (in either case, the “ Independent Expert”), which firm shall make a final and binding determination as to all matters in dispute relating to the calculations set forth in the Estimated Closing Items or Final Closing Items as promptly as practicable after its appointment.

• The Final Closing Date Balance Sheet, the Final Net Working Capital, the Final Reimbursable Capital Expenditures and the Final Merger Consideration Adjustment Amount (collectively, the “Final Closing Items”) shall be prepared in accordance with the methodology used in the preparation of the Estimated Closing Items.

• The determination of the Estimated Closing Items shall be made by applying the principles, policies and practices used in connection with the preparation of the relevant portions of the Balance Sheet, including the adjustments, notes and assumptions set forth in Section 3.08 of the Disclosure Schedule.

• The Final Purchase Price Adjustment Date Balance Sheet, the Final Net Working Capital and the Final Purchase Price Adjustment Amount (collectively, the “Final Closing Items”) shall be prepared in accordance with GAAP applied on a basis consistent with past practice and consistent with the principles and assumptions used in preparation of the audited consolidated balance sheet of the Companies as of December 31, 2011 and the Estimated Closing Items.

• If Buyer disputes Seller’s computations, it shall notify Seller within two (2) Business Days of receipt of the Estimated Closing Items and shall set forth, in reasonable detail, thereasons for such objections.

• The Final Balance Sheets, the Final Net Working Capital and the Final Purchase Price Adjustment Amount (collectively, the “Final Closing Items”) shall be prepared on a basis consistent with past practice of Seller and consistent with the principles and assumptions used in preparation of the Estimated Closing Items.