Signing Statement definition
Examples of Signing Statement in a sentence
Such payment shall be remitted no later than the fifth (5th) Business Day after the Signing Statement has been agreed to by Seller and Purchaser to an account designated by the party to which payment is due.
Seller shall pay Purchaser, or Purchaser shall pay Seller, as the case may be, the aggregate amount reflected on the Signing Statement as the adjustment to the Closing Purchase Price (the “Purchase Price Adjustment”).
The SGK Initial Signing Statement will be prepared in good faith in accordance with the applicable provisions of this Agreement and the Accounting Principles, applied consistently with their application in connection with the preparation of the SGK Estimated Signing Statement.
The applicable Initial Signing Statement as finally determined either through agreement of the Parties pursuant to Section 2.3(d) or this Section 2.3(d)(i) or through the action of the Independent Accounting Firm pursuant to this Section 2.3(d)(i), will be the “SGK Final Signing Statement” or the “SGS Final Signing Statement”.
The SGK Initial Signing Statement will be accompanied by a cover letter that sets forth ▇▇▇▇▇▇▇▇’ determination of the SGK Consideration, SGK Cash, SGK Indebtedness at Signing and SGK Working Capital as of the Measurement Time for Signing.
The SGS Initial Signing Statement will be prepared in good faith in accordance with the applicable provisions of this Agreement and the Accounting Principles, applied consistently with their application in connection with the preparation of the SGS Estimated Signing Statement.
The SGK Consideration and SGS Consideration as finally determined in the applicable Final Signing Statement will be the “SGK Final Signing Consideration” or the “SGS Final Signing Consideration”, as applicable.
If no Notice of Disagreement is delivered to the other Party within such period, then the applicable Initial Signing Statement will become final and binding upon the Parties in accordance with this Section 2.3(d)(i).
With respect to each disputed matter, such determination, if not in accordance with the position of either Party, will not be outside the band of the amount in dispute established by the applicable Initial Signing Statement as compared to the Notice of Disagreement with respect to such disputed matter, and such determinations will be set forth in a written statement setting forth in reasonable detail the basis for the Independent Accounting Firm’s determination with respect to each disputed matter.
In such respect, Vendor shall supply Purchaser with all supporting documents, including working papers, schedules and other documentation used or prepared by Vendor for the purposes of the Signing Statement.