Final Adjustments Statement definition
Examples of Final Adjustments Statement in a sentence
The Estimated Adjustments Statement and Final Adjustments Statement shall be prepared in accordance with the principles set out in Annex D (Adjustments) and in the form set forth in Annex E (Adjustment Statements).
The Final Adjustments Statement shall include an adjustment for the value any accounts receivable shown on the Closing Adjustments Statement that have not been collected as of the date of the Final Adjustments Statement; provided, however, that such uncollected accounts receivable shall then be assigned to Sellers.
As soon as reasonably practicable following Closing but no later than thirty (30) days following the Closing Date, CEI shall prepare and deliver to Allied a statement setting forth the Adjustments as of the Closing (the “Final Adjustments Statement”), together with copies of any information and all supporting data that is material to the preparation of the Final Adjustments Statement.
Within thirty (30) days (the “Dispute Period”) of delivery to Allied of the Final Adjustments Statement, Allied shall send written notice (the “Dispute Notice”) to CEI of any item or items on the Final Adjustments Statement that it wishes to dispute, together with the reasons for such dispute and a list of proposed recalculations of Adjustments.
Failure of Seller to timely respond in writing to the Final Adjustments Statement shall be deemed to constitute Seller’s agreement to such statement and the Final Price.
The Final Adjustments Statement shall present a comparison of the amounts contained on the Estimated Adjustments Statement and set forth any net amount that should be added to or reduced from the Deferred Cash Consideration.
As soon as practicable, and in any event within thirty (30) days after receipt of the preliminary Final Adjustments Statement, Seller shall return a written report containing any proposed changes to the preliminary Final Adjustments Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”).
If the Final Price set forth in the Final Adjustments Statement is mutually agreed upon by Seller and Buyer, the Final Adjustments Statement and the Final Price, as mutually agreed upon by Seller and Buyer, shall be final and binding on the parties hereto.
Failure of the Sellers to timely respond in writing to the Final Adjustments Statement shall be deemed to constitute Sellers’ agreement to such statement and the Final Price.
Allied shall have the right to verify the Final Adjustments Statement and CEI shall provide Allied with all supporting data and reasonable assistance and access to books and records of account, documents, files and papers and information, whether such information is in hard copy or stored electronically, that Allied reasonably requires for the purposes of verifying the Final Adjustments Statement.