Estimated Initial Closing Statement definition

Estimated Initial Closing Statement has the meaning set forth in Section 2.07(a)(i).

Estimated Initial Closing Statement shall have the meaning set forth in Section 1.4(f)(ii)(A).

Examples of Estimated Initial Closing Statement in a sentence

• All other estimates set forth in the Estimated Initial Closing Statement will be consistent with the Agreed Financial Methodology and financial information for the applicable fiscal period in a form substantially similar to the information provided pursuant to Section 5.02(d)(i) of the Disclosure Schedule, and such estimates shall be based on the Sellers’ data included in the Estimated Initial Closing Date Unaudited Balance Sheet.

• The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Initial Closing occurs for the purpose of preparing the Estimated Initial Closing Statement.

• In the event that the Seller Parties and Purchaser agree to revisions to the Estimated Initial Closing Statement, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items and other credits and adjustments to the Unadjusted Purchase Price to Purchaser no less than two (2) Business Days before the Initial Closing Date (the Estimated Initial Closing Statement or the revised statement, if any, the “Initial Closing Statement”).

• The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month two (2) months prior to the fiscal month in which the Initial Closing occurs for the purpose of preparing the Estimated Initial Closing Statement.

• Notwithstanding anything contained herein to the contrary, the amounts set forth on the Estimated Initial Closing Statement shall not reflect any purchase accounting adjustments as a result of the Transactions and shall be prepared in accordance with GAAP.