Pre-Closing Adjustment Statement definition

Pre-Closing Adjustment Statement shall have the meaning set forth in Section 2.2(b).
Sample 1
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.
Sample 1

Examples of Pre-Closing Adjustment Statement in a sentence

  • 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.

  • 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.

  • For the avoidance of doubt, notwithstanding anything to the contrary contained herein, if, after 120 days of the Closing Date, any accounts receivable that were reflected as a current asset in the calculation of the Estimated Net Working Capital set forth in the Pre-Closing Adjustment Statement have not been collected by FB, then such uncollected accounts receivable, or portion thereof, shall not be deemed to be a current asset for purposes of calculating the Final Net Working Capital.

  • 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.

  • 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).

Related to Pre-Closing Adjustment Statement

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Settlement Statement has the meaning set forth in Section 3.2(a).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Final Settlement Statement has the meaning set forth in Section 2.6(b).

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Final Closing Statement has the meaning set forth in Section 2.5(d).

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Payment Statement As defined in Section 6.01 hereof.

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.

  • Preliminary Closing Statement has the meaning specified in Section 2.3(a)(ii).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Billing Adjustment Credit To provide Customer the benefit of the rates and discounts in the Amendment as of the Effective Date and until such rates and discounts are implemented, the Company shall provide Customer with a one-time billing adjustment credit equal to $152,300.00 plus applicable taxes and surcharges. This credit shall compensate Customer for the difference between the Tariff/Guide/list rates invoiced during the 1st full billing cycle following Customer's signature date above and the rates and discounts in this Agreement.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).