Common use of Final Adjustment Statement Clause in Contracts

Final Adjustment Statement. The Preliminary Adjustment Statement shall become the “Final Adjustment Statement” and as such shall become final, binding and conclusive on the Parties pursuant to this Section 2.5 for all purposes of this Agreement and upon which a judgment may be entered by a court of competent jurisdiction, upon the earliest to occur of the following: (a) the mutual acceptance by the Sellers’ Representative and the Purchaser of the Preliminary Adjustment Statement, with such changes thereto, if any, as may be proposed by the Sellers’ Representative and consented to by the Purchaser; (b) the expiration of the time period ending thirty (30) days after the Sellers’ Representative’s receipt of the Preliminary Adjustment Statement, without timely written objection by the Sellers’ Representative in accordance with Section 2.5.2; or (c) the delivery to the Sellers’ Representative and the Purchaser by the Accounting Referee of the final report of its determination of all disputed matters submitted to the Accounting Referee pursuant to Section 2.5.3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Enpro Industries, Inc)

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Final Adjustment Statement. The Preliminary Adjustment Statement shall become the “Final Adjustment Statement” and as such shall become final, binding and conclusive on the Parties pursuant to this Section 2.5 Parties, absent manifest error, in the case of clause (iii) below, for all purposes of this Agreement and upon which a judgment may be entered by a court of competent jurisdiction, upon the earliest to occur of the following: (ai) the mutual acceptance by the Sellers’ Representative Seller and the Purchaser of the Preliminary Adjustment Statement, with such changes thereto, if any, as may be proposed by the Sellers’ Representative Seller and consented to by the Purchaser; (bii) the expiration of the time period ending thirty (30) days after the Sellers’ RepresentativeSeller’s receipt of the Preliminary Adjustment Statement, without timely written objection by the Sellers’ Representative Seller in accordance with Section 2.5.22.5(b); or (ciii) the delivery to the Sellers’ Representative Seller and the Purchaser by the Accounting Referee Firm of the final report of its determination of all disputed matters submitted to the Accounting Referee Firm pursuant to Section 2.5.32.5(c).

Appears in 1 contract

Samples: Stock Purchase Agreement (CHURCHILL DOWNS Inc)

Final Adjustment Statement. The Preliminary Adjustment Statement shall become the “Final Adjustment Statement” and as such shall become final, binding and conclusive on the Parties pursuant to this Section 2.5 for all purposes of this Agreement and upon which a judgment may be entered by a court of competent jurisdiction, upon the earliest to occur of the following: (a) the mutual acceptance by the SellersStockholders’ Representative and the Purchaser of the Preliminary Adjustment Statement, with such changes thereto, if any, as may be proposed by the SellersStockholders’ Representative and consented to by the Purchaser; (b) the expiration of the time period ending thirty (30) days after the SellersStockholdersRepresentative’s Representative receipt of the Preliminary Adjustment Statement, without timely written objection by the SellersStockholders’ Representative in accordance with Section 2.5.2; or (c) the delivery to the SellersStockholders’ Representative and the Purchaser by the Accounting Referee of the final report of its determination of all disputed matters submitted to the Accounting Referee pursuant to Section 2.5.3.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hawkins Inc)

Final Adjustment Statement. The Preliminary Adjustment Statement shall become the “Final Adjustment Statement” and as such shall become final, binding and conclusive on the Parties pursuant to this Section 2.5 for all purposes of this Agreement and upon which a judgment may be entered by a court of competent jurisdiction, upon the earliest to occur of the following: (a) the mutual acceptance by the Sellers’ Representative and the Purchaser of the Preliminary Adjustment Statement, with such changes thereto, if any, as may be proposed by the Sellers’ Representative and consented to by the Purchaser; (b) the expiration of the time period ending thirty (30) days after the Sellers’ Representative’s ’s, or the Purchaser’s, receipt of the Preliminary Adjustment Statement, without timely written objection by the Sellers’ Representative Representative, or the Purchaser, in accordance with Section 2.5.2; or (c) the delivery to the Sellers’ Representative and the Purchaser by the Accounting Referee of the final report of its determination of all disputed matters submitted to the Accounting Referee pursuant to Section 2.5.3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Alamo Group Inc)

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Final Adjustment Statement. The Preliminary Adjustment Statement shall become the “Final Adjustment Statement” and as such shall become final, binding and conclusive on the Parties pursuant to this Section 2.5 for all purposes of this Agreement and upon which a judgment may be entered by a court of competent jurisdiction, upon the earliest to occur of the following: (a) the mutual acceptance by the SellersEquityholders’ Representative and the Purchaser of the Preliminary Adjustment Statement, with such changes thereto, if any, as may be proposed by the SellersEquityholders’ Representative and consented to by the Purchaser; (b) the expiration of the time period ending thirty (30) days after the SellersEquityholdersRepresentative’s Representative receipt of the Preliminary Adjustment Statement, without timely written objection by the Sellers’ Representative delivery of an Objections Statement in accordance with Section 2.5.22.11.2; or (c) the delivery to the SellersEquityholders’ Representative and the Purchaser by the Accounting Referee of the final report of its determination of all disputed matters submitted to the Accounting Referee pursuant to Section 2.5.32.11.3.

Appears in 1 contract

Samples: Merger Agreement (Connecture Inc)

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