Final Closing Statement definition

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

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 2.4(a).

Examples of Final Closing Statement in a sentence

• If the Adjusted Purchase Price set forth on the Final Closing Statement exceeds the Adjusted Purchase Price set forth on the Closing Statement delivered pursuant to Section 2.4, then Buyer shall pay Seller such excess amount, together with interest thereon, from the Closing Date to (but not including) the date on which such payment is paid, at the rate of three percent (3%) per annum calculated and payable in accordance with Section 2.7(d).

• If the Adjusted Purchase Price set forth on the Closing Statement delivered pursuant to Section 2.4 exceeds the Adjusted Purchase Price set forth on the Final Closing Statement, then Seller shall pay Buyer such excess amount, together with interest thereon, from the Closing Date to (but not including) the date on which such payment is paid, at the rate of three percent (3%) per annum calculated and payable in accordance with Section 2.7(d).

• Each of Parent and Shareholders shall bear all expenses of its or their own independent accountants incurred in connection with the preparation or review of the Final Closing Statement, any Notice of Disagreement, and participation on the Dispute Resolution Panel.

• After receipt of the Final Closing Statement, Seller shall have 30 days (the “Review Period”) to review the Final Closing Statement.

• Parent, each Shareholder Party and the Shareholder Representative shall, and shall use reasonable efforts to cause its respective Affiliates, agents and representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of the Closing Cash, Closing Working Capital, Closing Indebtedness and Closing Transaction Expenses and in the conduct of the reviews and dispute resolution process referred to in this Section 1.7.

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 Preliminary Closing Statement as finally determined pursuant to Section 2.8.

Final Closing Statement has the meaning set forth in Section 2.4(e)(iv).

Final Closing Statement shall have the meaning set forth in Section 2.04(c).

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 1.14(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 1.14(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 1.14(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 1.14(b). The date on which the Final Closing Statement is finally determined in accordance with this Section 1.14(c) is hereinafter referred to as the “Determination Date.”

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 has the meaning set forth in Section 1.5(b).