Adjusted Closing Statement definition

Adjusted Closing Statement has the meaning set forth in Section 3.2(b).

Adjusted Closing Statement has the meaning set forth in Section 3.2(b) of this Agreement.

Adjusted Closing Statement shall have the meaning set forth in Section 1.4(i)(iii).

Examples of Adjusted Closing Statement in a sentence

• In preparing the Adjusted Closing Statement, Buyer shall determine Seller Working Capital based upon GAAP consistent with the principles applied in the preparation of the audited balance sheet of Seller as at the Closing Date.

• The Adjusted Closing Statement shall be accompanied by such documentation as Buyer believes supports such proposed adjustments to the calculation of Seller Working Capital as of the Closing Date.

• Notwithstanding the foregoing, the Adjusted Closing Statement may omit footnotes and related disclosures normally included in audited balance sheets prepared in accordance with GAAP and shall include such items from Seller Working Capital as are set forth in the definition of Seller Working Capital (including a deduction for distributions to cover s-corp Taxes for the operating income of the Seller for the period prior to the Closing but not including any Taxes due with respect to the Purchase Price).

More Definitions of Adjusted Closing Statement

Adjusted Closing Statement shall have the meaning set forth in Section 10.1(a).

Adjusted Closing Statement has the meaning set forth in Section 1.6(b).

Adjusted Closing Statement as used herein, shall mean (i) the definitive Closing Statement delivered to Parent by Purchaser if Parent does not object within ninety (90) days after such delivery in accordance with Section 2.5(c), (ii) the definitive Closing Statement agreed by Purchaser and Parent or (iii) the definitive Closing Statement resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.5(d) (in addition to those items theretofore agreed to by Parent and Purchaser).

Adjusted Closing Statement as used herein, shall mean the definitive Closing Statement agreed or the definitive Closing Statement resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.4(d) (in addition to those items theretofore agreed to by Seller and IPH).

Adjusted Closing Statement is defined in Section 2.15(b). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 129433662_24

Adjusted Closing Statement has the meaning set forth in Section 9.3.

Adjusted Closing Statement as used herein, shall mean (x) the Closing Statement delivered by Buyer to Xxxxxxxxx pursuant to Section 4.1(b)(i) hereof, in the event Xxxxxxxxx does not dispute any item on the Closing Statement within 45 days after receipt thereof, or (y) the definitive Closing Statement resulting from the determinations made by the Arbitrator, in accordance with this Section 4.3 (in addition to those items theretofore agreed to by Buyer and Xxxxxxxxx), in the event Xxxxxxxxx does dispute any such item. The term "Adjusted Contingent Payment Income Statement", as used herein, shall mean (x) the Contingent Payment Income Statement delivered by Buyer to Sellers pursuant to Section 4.2(b)(i) hereof, in the event Xxxxxxxxx does not dispute any item on the Contingent Payment Income Statement within 45 days after receipt thereof, or (y) the definitive Contingent Payment Income Statement resulting from the determinations made by the Arbitrator in accordance with this Section 4.3 (in addition to those items theretofore agreed to by Buyer and Xxxxxxxxx), in the event Xxxxxxxxx does dispute any such item.