Final Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties upon the earliest of (a) Acquisition Sub’s failure to object thereto within the period permitted under Section 2.8.2, (b) the agreement between Acquisition Sub and Arrow with respect thereto and (c) the decision by the Auditor with respect to any disputes under Section 2.8.3. The Closing Balance Sheet, as adjusted pursuant to the agreement of the parties or decision of the Auditor, when final and binding is referred to herein as the “Final Closing Balance Sheet.”
Appears in 4 contracts
Samples: Asset Purchase Agreement (Caci International Inc /De/), Asset Purchase Agreement (American Management Systems Inc), Asset Purchase Agreement (Caci International Inc /De/)
Final Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties upon the earliest earlier of (a) Acquisition Sub’s the Stockholders’ Representatives’ failure to object thereto within the period permitted under Section 2.8.22.5.2(c), (b) the agreement between Acquisition Sub Federal and Arrow the Stockholders’ Representative with respect thereto and (c) the decision by the Auditor with respect to any disputes under Section 2.8.32.5.2(c). The Closing Balance Sheet, as adjusted pursuant to the agreement of the parties or decision of the Auditor, when final and binding is referred to herein as the “Final Closing Balance Sheet.”
Appears in 2 contracts
Samples: Stock Purchase Agreement (Caci International Inc /De/), Stock Purchase Agreement (Caci International Inc /De/)
Final Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties upon the earliest earlier of (a) Acquisition Subthe Stockholders’ Representative’s failure to object thereto within the period permitted under Section 2.8.22.5.2, (b) the agreement between Acquisition Sub Federal and Arrow the Stockholders’ Representative with respect thereto and (c) the decision by the Auditor with respect to any disputes under Section 2.8.32.5.3. The Closing Balance Sheet, as adjusted pursuant to the agreement of the parties or decision of the Auditor, when final and binding is referred to herein as the “Final Closing Balance Sheet.”
Appears in 2 contracts
Samples: Stock Purchase Agreement (Caci International Inc /De/), Stock Purchase Agreement (Caci International Inc /De/)
Final Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties upon the earliest earlier of (a) Acquisition Sub’s the Stockholders’ Representatives’ failure to object thereto within the period permitted under Section 2.8.22.6.2, (b) the agreement between Acquisition Sub Federal and Arrow the Stockholders’ Representatives with respect thereto and (c) the decision by the Auditor with respect to any disputes under Section 2.8.32.6.3. The Closing Balance Sheet, as adjusted pursuant to the agreement of the parties or decision of the Auditor, when final and binding is referred to herein as the “Final Closing Balance Sheet.”
Appears in 1 contract
Samples: Stock Purchase Agreement (Caci International Inc /De/)
Final Closing Balance Sheet. The Preliminary Closing Balance Sheet shall become final and binding upon the parties upon the earliest of (ai) Acquisition Sub’s the failure by Seller to object thereto within the period permitted under Section 2.8.23.2(b), (bii) the agreement between Acquisition Sub FW and Arrow Seller with respect thereto and (ciii) the decision by the Auditor with respect to any disputes under Section 2.8.33.2(c). The Preliminary Closing Balance Sheet, as adjusted pursuant to the agreement of the parties or decision of the Auditor, when final and binding in accordance with the immediately preceding sentence, is referred to herein as the “"Final Closing Balance Sheet.”"
Appears in 1 contract
Final Closing Balance Sheet. The Closing Balance Sheet shall become be --------------------------- deemed final and binding upon the parties and shall become the "Final Closing ------------- Balance Sheet" upon earliest to occur of the earliest of following: -------------
(a) Acquisition Sub’s failure to object thereto within the period permitted under Section 2.8.2, (bi) the agreement between Acquisition Sub mutual acceptance by Purchaser and Arrow with respect thereto and (c) Seller of the decision by the Auditor with respect to any disputes under Section 2.8.3. The Closing Balance Sheet, as adjusted pursuant ;
(ii) Purchaser's failure to make a timely objection in writing to the agreement of the parties or decision of the Auditor, when final and binding is referred to herein as the “Final Closing Balance Sheet; or
(iii) the delivery by the Independent Accountants of a revised Closing Balance Sheet to Purchaser and Seller in accordance with the provisions of Section 1.05(c).”
Appears in 1 contract
Final Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties upon the earliest earlier of (a) Acquisition SubPremier’s failure to object thereto within the period permitted under Section 2.8.22.8.3, (b) the agreement between Acquisition Sub and Arrow Premier with respect thereto and (c) the decision by the Auditor with respect to any disputes under Section 2.8.32.8.4. The Closing Balance Sheet, as adjusted pursuant to the agreement of the parties or decision of the Auditor, when final and binding is referred to herein as the “Final Closing Balance Sheet.”
Appears in 1 contract
Samples: Asset Purchase Agreement (Caci International Inc /De/)
Final Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties upon the earliest earlier of (ai) Acquisition Sub’s the failure by the Stockholders’ Representative to object thereto within the period permitted under Section 2.8.22.9.2, (bii) the agreement between Acquisition Sub Federal and Arrow the Stockholders’ Representative with respect thereto and (ciii) the decision by the Auditor with respect to any disputes under Section 2.8.32.9.3. The Closing Balance Sheet, as adjusted pursuant to the agreement of the parties or decision of the Auditor, when final and binding is referred to herein as the “Final Closing Balance Sheet.”
Appears in 1 contract
Final Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties Parties upon the earliest earlier of (a) Acquisition SubSeller’s failure to object thereto deliver an Objection within the period permitted under Section 2.8.22.4.2, (b) the written agreement between Acquisition Sub Federal and Arrow Seller with respect thereto affecting the agreed-to Final Closing Balance Sheet and (c) the final decision by the Auditor with respect to any disputes under Section 2.8.32.4.3. The Closing Balance Sheet, as adjusted pursuant to the agreement of the parties Parties or decision of the Auditor, when final and binding is referred to herein as the “Final Closing Balance Sheet.”
Appears in 1 contract
Samples: Stock Purchase Agreement (Caci International Inc /De/)