Proposed Closing Statement definition

Proposed Closing Statement has the meaning set forth in Section 2.9(a).

Proposed Closing Statement has the meaning set forth in Section 2(f)(i).

Proposed Closing Statement has the meaning specified in Section 3.2(b).

Examples of Proposed Closing Statement in a sentence

• Within sixty (60) days after the Closing Date, Sellers shall prepare and deliver, or shall cause to be prepared and delivered, to Purchaser, a closing statement of each Company as of the Closing Date (the “Proposed Closing Statement”), which sets forth Sellers’ good faith calculation of the Net Working Capital as of the Closing Date, along with copies of any working papers, trial balances, and similar materials relating to the Proposed Closing Statement prepared by Sellers.

• The Proposed Closing Statement shall be prepared in accordance with GAAP and should include the methods for calculating the Current Assets and Current Liabilities set forth therein as determined by Sellers.

• The Proposed Closing Statement shall be revised, if necessary, to reflect the final determination of the components thereof made by the Independent Accountant (the final form of the Proposed Closing Statement, including any revisions which are made thereto pursuant to this Section 3.3(c), is referred to herein as the “Final Closing Statement”).

• Purchaser shall have thirty (30) days following their receipt of the Proposed Closing Statement (the “Review Period”) to review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and Sellers’ calculation of the Net Working Capital set forth therein.

More Definitions of Proposed Closing Statement

Proposed Closing Statement shall have the meaning given such term in Section 2.3(b).

Proposed Closing Statement shall have the meaning set forth in Section 2.16(b) of this Agreement.

Proposed Closing Statement means: (a) a written statement prepared in accordance with Section 2.06 setting forth Proposed Working Capital, Proposed Closing Debt Amount and Proposed Closing Cash describing in reasonable detail any proposed changes to the Estimated Closing Statement and attaching supporting schedules, working papers and all other relevant details to enable a review by Buyer thereof; or (b) a written statement that Seller proposes no changes to the Estimated Closing Statement, as applicable.

Proposed Closing Statement is defined in Section 1.04(b).

Proposed Closing Statement is defined in Section 2.7.1.

Proposed Closing Statement has the meaning set forth in Section 1.3(b)(i).

Proposed Closing Statement has the meaning set forth in Section 1.3(b). “Proposed Transaction Expenses” has the meaning set forth in Section 1.3(b). “Protected Communications” means communications that shall have occurred between or among any of the Equityholders, the Company, or any of their respective Affiliates, on the one hand, and the Law Firm, on the other hand, to the extent relating to this Agreement and the transactions contemplated hereby which, immediately prior to the Closing, was an attorney-client privileged communications between such party, on the one hand, and the Law Firm, on the other hand. “Purchase Price” has the meaning set forth in Section 1.2(a). “Purchase Price Escrow Account” means the amount held from time to time in the escrow account for adjustments to the Purchase Price pursuant to Section 1.2(b). “Purchase Price Escrow Amount” has the meaning set for the in Section 1.2(b). “R&W Insurance Expenses” means the total premium, underwriting costs, brokerage commission, and Taxes related to the R&W Insurance Policy, and any contingent fee due to the R&W Insurance Provider pursuant to the R&W Insurance Policy. “R&W Insurance Policy” means the insurance policy attached hereto as Exhibit E. “Related Persons” means any manager, officer or director of the Company or any Equityholder. “Remaining Disputed Items” has the meaning set forth in Section 1.3(c). “Reply Deadline” has the meaning set forth in Section 1.3(c). “Representative” has the meanings set forth in the preface. “SALT Election” means an election under applicable state or local income Tax Law made by or with respect to the Company pursuant to which the Company will incur or otherwise be liable for any state or local Tax liability under applicable state or local Tax Law that would have been borne (in whole or in part) by the direct or indirect equity owners of the Company had no such election been made (e.g., any “Specified Income Tax Payment” as defined by IRS Notice 2020- 75). “Securities Act” means the Securities Act of 1933, as amended. “Seller” has the meaning set forth in the recitals. “Seller Parties” has the meaning set forth in Section 9.17(a). “Software” means computer programs, firmware, software, including object code, source code, executable code, and related documentation.