Pre-Closing Statement definition
Examples of Pre-Closing Statement in a sentence
The Seller shall use its reasonable best efforts to deliver a preliminary draft of the Pre-Closing Statement and Closing Payment Disbursement Schedule to Purchaser not later than five Business Days prior to the Closing Date, and shall consider in good faith any reasonable comments to each such pre-Closing deliverable made by Purchaser prior to the final delivery of such pre-Closing deliverable in accordance with the first sentence of this Section 2.4(a).
The net amount resulting from the adjustments of the Closing Payment Amount as set forth in this Section 2.4(b) shall be referred to herein as the “Closing Date Payment”; provided, that if such net amount is less than zero, the amount by which such net amount is less than zero shall be referred to herein as the “Closing Date Shortfall Amount” and the Closing Date Payment for purposes of the Pre-Closing Statement shall be deemed to be zero.
The Pre-Closing Statement and the applicable components thereof shall be prepared in accordance with the Accounting Principles.
Concurrently with the delivery of the preliminary draft of the Pre-Closing Statement and Closing Payment Disbursement Schedule, the Seller shall deliver to Purchaser reasonable documentation in the possession of the Seller or any of its Affiliates to support the items for which any adjustments are proposed or made to the preliminary draft of the Pre-Closing Statement delivered by the Seller and a brief explanation of any such adjustments and the reasons therefor.