Final Closing Adjustment Statement definition

Final Closing Adjustment Statement has the meaning set forth in Section 2.6.

Final Closing Adjustment Statement means a statement that includes reasonable detail regarding all items included in the determination of the Final Closing Adjustment.

Final Closing Adjustment Statement means a balance sheet of Company as of the Effective Time, such balance sheet to be prepared in accordance with GAAP applied on a consistent basis and as otherwise required by this Agreement and accompanied by schedules setting forth in reasonable detail all assets and liabilities at the Effective Time.?

Examples of Final Closing Adjustment Statement in a sentence

• Acquiror will have no right to make any claims against Seller in respect of any Liability (i) to the extent that the Liability was fully reflected in the Final Closing Adjustment Statement, or (ii) to the extent it would result in a duplicative payment or benefit to Acquiror of amounts recovered as Post-Closing Adjustment pursuant to Section 1.11(e).

• Resident will have the sole responsibility for maintaining Resident’s satellite dish, antenna, and all related equipment.• Removal and damages.

• Total Number of W2s and 1099s showing Rhode Island Income Tax Withheld ........................................................INSTRUCTIONS FOR COMPLETING SCHEDULE WLines 1 - 20:Please complete columns A, B, C, D and E for each W2 and 1099 showing Rhode Island withholding.

• Within thirty (30) days following the final determination of the Final Closing Adjustment Statement, the Purchaser shall provide the Seller Representative with a schedule allocating all such amounts as provided herein, for the Seller Representative’s review.

• The Seller Parties shall pay to the Purchaser within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Date to the extent such Taxes are not reflected in a reserve for Tax liability included in the computation of Net Working Capital and reflected in the Final Closing Adjustment Statement.

More Definitions of Final Closing Adjustment Statement

Final Closing Adjustment Statement means: (i) the Closing Adjustment Statement if Seller Representative does not deliver an Objection in accordance with Section 3.3(c); (ii) if Seller Representative timely delivers an Objection and all of the Disputed Items are resolved by agreement of the parties, then the Closing Adjustment Statement, as amended, if necessary, to reflect such resolution of all Disputed Items; or (iii) if any Unresolved Items are submitted to the Accountants, then the Closing Adjustment Statement, as amended, if necessary, to reflect any resolution of any Disputed Items by agreement of the parties and the resolution of all Unresolved Items by the Accountants as set forth in the Accountants’ Determination.

Final Closing Adjustment Statement the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 1.07 to be the “Final Closing Adjustment Items” and each shall be final and binding on all parties to this Agreement and on the Seller, unless the Seller timely delivers to the Buyer an Objection Notice in accordance with Section 1.07(c).

Final Closing Adjustment Statement shall be (i) the Preliminary Closing Adjustment Statement in the event that (x) the Buyer's Objection is not delivered to Sellers in the period set forth in this Section 2.04(c), or (y) Sellers and Buyer so agree; or (ii) the Preliminary Closing Adjustment Statement, as adjusted by either (x) the agreement of Sellers and Buyer or (y) the CPA Firm.

Final Closing Adjustment Statement means Buyer Closing Adjustment Statement as shown in Buyer’s calculation delivered pursuant to Section 1.3(b), if no Objection Notice with respect thereto is duly delivered pursuant to Section 1.3(c); or, if an Objection Notice is delivered, as agreed by Buyer and the Seller Shareholder Representative pursuant to Section 1.3(d) or in the absence of such agreement, as shown in the Independent Accountant Firm’s calculation delivered pursuant to Section 1.3(d); provided that, in no event shall any Final Closing Adjustment Statement reflect an amount less than Buyer’s calculation as set forth in Buyer Closing Adjustment Statement delivered pursuant to Section 1.3(b), or more than the Selling Shareholder’s calculation as set forth in the Shareholder Closing Adjustment Statement delivered pursuant to Section 1.3(c).

Final Closing Adjustment Statement has the meaning assigned to such term in Clause 3.5.3;

Final Closing Adjustment Statement shall be:

Final Closing Adjustment Statement the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.6 to be the “Final Closing Adjustment Items” and each shall be final and binding on all parties to this Agreement and on all Company Equityholders. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.6 may be entered in and enforced by any court having jurisdiction thereover.