Final Closing Statement definition

Final Closing Statement means a final closing statement, prepared by Seller in accordance with the accounting policies used in preparing the Draft Closing Statement, on or before the thirtieth (30th) calendar day following the Closing Date setting forth both the Purchase Price, the Adjusted Payment Amount and the prorated Items of proration set forth in Section 3.4.

Final Closing Statement has the meaning set forth in Section 1.9(b).

Final Closing Statement has the meaning set forth in Section 2.3(c).

Examples of Final Closing Statement in a sentence

• Buyers will not amend, supplement or modify the Proposed Final Closing Statement following their delivery to the Sellers’ Representative.

• The Proposed Final Closing Statement shall be prepared in accordance with the Accounting Principles and the Blocker Adjustment Amount shall be prepared in a manner consistent with the definition thereof.

• Buyers shall afford the Sellers’ Representative and its Representatives reasonable access to the work papers and other books and records of Blocker and the Group Companies and any accountants, counsel or financial advisers retained by Blocker or the Group Companies for purposes of assisting the Sellers’ Representative and its Representatives in their review of the Proposed Final Closing Statement.

• Any Dispute Notice must set forth in reasonable detail (x) any item delivered by Buyer in the Final Closing Statement which the Seller believes has not been prepared in accordance with this Agreement and, to the extent then known or able to be estimated, the purported correct amount of such item and (y) to the extent then known or able to be estimated, the Seller Representatives’ alternative calculation of each such item and the Final Seller Closing Payment.

• As used herein, the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the Parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.04(d), is referred to herein as the “Final Closing Statement”.

More Definitions of Final Closing Statement

Final Closing Statement shall have the meaning set forth in Section 2.5(d).

Final Closing Statement means the revised Closing Statement described in Section 3.4(a), as prepared by Seller and as may be subsequently adjusted to reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to the Closing Statement Arbitrator, the Closing Statement issued by the Closing Statement Arbitrator.

Final Closing Statement means the Preliminary Closing Statement as finally determined pursuant to Section 2.8.

Final Closing Statement has the meaning set forth in Section 2.7(a).

Final Closing Statement shall be (i) in the event that no Notice of Adjustment Disagreement is delivered by the Stockholder Representative to Parent prior to the expiration of the Adjustment Review Period, the Post-Closing Statement delivered by Parent to the Stockholder Representative pursuant to Section 2.9(b), (ii) in the event that a Notice of Adjustment Disagreement is delivered by the Stockholder Representative to Parent prior to the expiration of the Adjustment Review Period and Parent and the Stockholder Representative are able to agree on all matters set forth in such Notice of Adjustment Disagreement, the Post-Closing Statement delivered by Parent to the Stockholder Representative pursuant to Section 2.9(b) as adjusted pursuant to the written agreement executed and delivered by Parent and the Stockholder Representative or (iii) in the event that a Notice of Adjustment Disagreement is delivered by the Stockholder Representative to Parent prior to the expiration of the Adjustment Review Period and Parent and the Stockholder Representative are unable to agree on all matters set forth in such Notice of Adjustment Disagreement, the Post-Closing Statement delivered by Parent to the Stockholder Representative pursuant to Section 2.9(b) as adjusted by the Independent Accountant to be consistent with the Resolved Matters and the final determination of the Independent Accountant of the Unresolved Matters in accordance with Section 2.9(b). The date on which the Final Closing Statement is finally determined in accordance with this Section 2.9(c) is hereinafter referred to as the “Determination Date.”

Final Closing Statement shall have the meaning specified in Section 3.3(a).

Final Closing Statement means a final closing statement, prepared by Seller, as of the ninetieth (90th) day following the Closing Date setting forth both the Purchase Price and the Adjusted Payment Amount.