Final Adjustment Statement definition

Final Adjustment Statement has the meaning set forth in Section 2.6(c).

Final Adjustment Statement is defined in Section 2.4.4.

Final Adjustment Statement shall be as defined in Section 3.4.

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).

More Definitions of Final Adjustment Statement

Final Adjustment Statement means the definitive Adjustment Statement setting forth the final determination of the Closing Net Working Capital (the “Final Closing Net Working Capital”) and resulting from (i) agreement by Acquiror and Contributors during the Resolution Period or otherwise, (ii) a deemed acceptance pursuant to Section 2.6(b) and/or (iii) the determination by an Independent Auditor in accordance with this Section 2.6(c).

Final Adjustment Statement is defined in Section 1.9(a).

Final Adjustment Statement means the definitive Adjustment Statement agreed to (or deemed agreed to) by Seller and Buyer in accordance with Section 2.2(c)(ii) or this Section 2.2(c)(iii), or the definitive Adjustment Statement resulting from the determination made by the Neutral Auditor in accordance with this Section 2.2(c)(iii), in each case setting forth the final determination of Closing Net Working Capital (“Final Net Working Capital”).

Final Adjustment Statement means (a) the Adjustment Statement, if Seller delivers (or is deemed to deliver) a Notice of Acceptance, or (b) the Adjustment Statement, as modified in accordance with Section 2.5(d), if Seller delivers a Dispute Notice.

Final Adjustment Statement means the definitive Final Settlement Statement, as the case may be, agreed to (or deemed agreed to) by Quicksilver and BreitBurn in accordance herewith or the definitive adjustments resulting from the determination made by the Neutral Auditor in accordance with this Section 2.6, in each case setting forth the final adjustments so determined. Notwithstanding the foregoing, to the extent an amount in the Final Settlement Statement is based on estimated (rather than assessed) Taxes, the Parties’ respective obligations regarding such Taxes shall be adjusted and paid in accordance with the terms of this Agreement relating to such Taxes when the actual amount of such Taxes becomes known.

Final Adjustment Statement setting forth (i) the final combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in the same manner as the Estimated Closing Date Balance Sheet (the “Final Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to Acquiror, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Final Closing Date Balance Sheet and Estimated Net Working Capital, (iii) a calculation of the difference, if any, between the Debt shown on the Final Closing Date Balance Sheet and the Estimated Closing Date Debt, (iv) a calculation of the difference, if any, between the Cash shown on the Final Closing Date Balance Sheet and the Estimated Closing Date Cash Amount and (v) the final calculation of the Purchase Price Adjustment Amount. At any time during the 30-day period following receipt of the Final Adjustment Statement (the “Review Period”), ETP, on behalf of the Contributor Parties, may deliver to Acquiror a written report containing any changes that the Contributor Parties propose be made to the Final Adjustment Statement (such written report, an “Objection Notice”). Acquiror shall provide to ETP, on behalf of the Contributor Parties, such documentation and other data, and, during normal business hours and upon reasonable advance notice, access to its officers, employees, agents and other personnel as is reasonably necessary to enable ETP, on behalf of the Contributor Parties, to appropriately review the Final Adjustment Statement during the Review Period. ETP, on behalf of the Contributor Parties, shall be deemed to have waived any rights to object to the Final Adjustment Statement unless ETP, on behalf of the Contributor Parties, delivers an Objection Notice to Acquiror within the Review Period and, if the Review Period expires without ETP, on behalf of the Contributor Parties, so delivering an Objection Notice, then from and after the expiration of the Review Period, the Final Adjustment Statement shall become final and binding for all purposes of this Agreement. If ETP, on behalf of the Contributor Parties, delivers an Objection Notice to Acquiror during the Review Period, then ETP, on behalf of the Contributor Parties, and Acquiror shall enter into good faith negotiations and shall attempt to agree on the amount of the actual Purchase Price Adjustment Amount. If such Parties cannot reach agreement wi...

Final Adjustment Statement has the meaning given to such term in the Stock Purchase Agreement.