Pre-Closing Adjustment Statement definition

Pre-Closing Adjustment Statement means the Base Purchase Price adjustment statement that sets forth the estimated Other Assets, Other Liabilities and Partner Priority Return Adjustment Amount, each as of the Closing Date, prepared, or caused to be prepared, and as may be revised, by the Sellers in accordance with Section 2.6(a) hereof.

Pre-Closing Adjustment Statement shall have the meaning set forth in Section 2.2(b).

Examples of Pre-Closing Adjustment Statement in a sentence

• After considering the Buyer's objections, the Sellers, acting reasonably and in good faith, shall make such revisions to the Pre-Closing Adjustment Statement with which they agree not less than two days prior to the Closing, and the Pre-Closing Adjustment Amount shall be based upon the amount set forth in the Sellers' revised Pre-Closing Adjustment Statement.

• Any disagreements that may continue to exist with respect to the Pre-Closing Adjustment Statement shall be resolved in connection with the Final Adjustment Statement pursuant to Sections 2.7(b) and (c).

• The Pre-Closing Adjustment Statement shall be prepared in accordance with ASPE and using the same accounting methods, policies, practices, principles and procedures with consistent classifications, judgments and methodologies as were used in connection with preparing the Interim Balance Sheet and, for the avoidance of doubt, shall exclude the effects of the Transactions.

• The Other Assets and Other Liabilities reflected in the Pre-Closing Adjustment Statement shall be prepared in accordance with the accounting methods, policies, practices and procedures set forth in Schedule 2.6. Not less than three Business Days prior to the Closing, the Buyer shall provide the Sellers with any good faith objections to the Pre-Closing Adjustment Statement in writing.