Post-Closing Statement definition
Examples of Post-Closing Statement in a sentence
Any disputes regarding the Post-Closing Statement or the items set forth thereon shall be resolved in accordance with Section 2.05 and if the Cash Consideration, as finally determined in accordance with Section 2.05 is greater or less than the Estimated Cash Consideration, such difference shall be paid by the applicable party in accordance with Section 2.05.
The Purchaser shall reasonably consult in good faith with the Sellers with respect to the Purchaser’s preparation of the Post-Closing Statement and the Sellers’ review thereof, including by, to the extent requested by the Sellers, providing to the Sellers or its designee work papers and supporting documentation for the amounts set forth in the Post-Closing Statement and reasonable access to the persons responsible for the preparation thereof.
For the avoidance of doubt, the fees and disbursements of the representatives of each Party incurred in connection with the preparation or review of the Post-Closing Statement and any Notice of Objection as well as any submissions and responses to the Accountant, as applicable, shall be borne by such Party.
The Post-Closing Statement will be prepared in accordance with the Accounting Principles.
Any Disputed Items agreed to by ▇▇▇▇▇▇▇▇▇ and the Sellers in writing, together with any items or items set forth in the Post-Closing Statement that are not disputed or objected to by the Sellers in a Dispute Statement, are collectively referred to herein as the “Resolved Matters.” Any Resolved Matters shall be conclusive, final and binding on all Parties.