Examples of Final Adjustment Statement in a sentence
Sellers’ Representative shall prepare, and Buyer shall cause the Company to file, all Tax Returns of the Company for Pre-Closing Tax Periods (“Seller Tax Returns”), and Sellers shall pay to Buyer, within ten (10) days of Buyer’s request, any and all Taxes due with respect to such Seller Tax Returns that relate to Pre-Closing Tax Periods, except to the extent such Taxes are specifically reflected on the Final Adjustment Statement.
Upon resolution of such unresolved disagreements of Buyer, the Final Adjustment Statement shall be final and binding upon Buyer and Seller as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, any other Purchase Price Adjustments reflected therein.
Buyer will give representatives of Seller reasonable access to its premises and to its books and records for purposes of preparing the Final Adjustment Statement and will cause appropriate personnel of Buyer to assist Seller and Seller’s representatives, at no cost to Seller, in the preparation of the Final Adjustment Statement.
The inventories of the Company are of a quantity and quality usable and saleable in the ordinary course of business consistent with past practice, except to the extent of the reserve reflected on the Final Adjustment Statement.
The Parties agree to revise the allocations set forth on Schedule 15.9 in good faith and in accordance with section 1060 of the Code to reflect adjustments to the Purchase Price (including those final adjustments made under Section 3.4 in the preparation of the Final Adjustment Statement).