Final Closing Statements Sample Clauses

Final Closing Statements. Each of the Closing Statements shall become final, conclusive and binding upon the Parties upon the earliest of (a) Seller's failure to provide a Seller Objection within the period permitted under Section 2.2.4.2, (b) the agreement between Buyer and Seller with respect thereto, and (c) the decision by the Arbiter with respect to any disputes under Section 2.2.

Final Closing Statements. Each of the Closing Statements, as it may be adjusted, shall become final, conclusive and binding upon the Parties upon the earliest of (a) the final date for notice by Stockholders Representative of a Stockholders Objection if Stockholders Representative does not provide Buyer with a Stockholders Objection within the period permitted under Section 2.6.2.2, (b) the date of an agreement between Buyer and Stockholders Representative with respect thereto, and (c) the date on which written notice of the decision by the Arbiter with respect to any disputes under Section 2.6.2.3 is provided to Buyer and Stockholders Representative. The Closing Statements (i) as submitted to Stockholders Representative if Stockholders Representative does not object thereto within the period permitted under Section 2.6.2.2, (ii) as adjusted pursuant to the agreement of Stockholders Representative and Buyer or (iii) as determined by the decision of the Arbiter, are referred to herein as the “Final Closing Statements” and shall be final, conclusive and binding on the Parties. The date on which the Final Closing Statements become final, conclusive and binding is referred to herein as the “Final Closing Statements Determination Date.”

Final Closing Statements. As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereafter, Purchaser shall deliver to the Seller Representative for the benefit of Sellers a written statement for each of the HB Target Companies and the RHA Target Companies (each a “Final Closing Statement” and collectively, the “Final Closing Statements”) consisting of the following: (i) For the HB Target Companies, (A) the balance sheet of HB Partners as of the Closing (the “Closing HB Balance Sheet”), (B) a calculation of the Net Working Capital of the HB Target Companies as of the Closing, as derived from the Closing HB Balance Sheet and otherwise in accordance herewith (the “Closing HB Net Working Capital”), along with the resulting Closing Net Working Capital Overage of the HB Target Companies, if any, or Closing Net Working Capital Shortage of the HB Target Companies, if any, and (C) a calculation of the final HB Purchase Price in accordance with Section 2.06(a)(i). (ii) For the RHA Target Companies, (A) the balance sheet of the RHA Target Companies as of the Closing (the “Closing RHA Balance Sheet” and together with the Closing HB Balance Sheet, the “Closing Balance Sheets”), (B) a calculation of the Net Working Capital of the RHA Target Companies as of the Closing, as derived from the Closing RHA Balance Sheet and otherwise in accordance herewith (the “Closing RHA Net Working Capital”), along with the resulting Closing Net Working Capital Overage of the RHA Target Companies, if any, or Closing Net Working Capital Shortage of the RHA Target Companies, if any, and (C) a calculation of the final RHA Purchase Price in accordance with Section 2.06(a)(ii).

Final Closing Statements. Upon receipt of the Initial Closing Statements, Buyer and its independent accountants ("Buyer's Accountants") shall be permitted during the succeeding sixty (60) day period to examine the books and records of NSC and the work papers prepared by NSC or NSC's accountants. If Buyer agrees to the Initial Closing Statements, they shall become the Final Closing Statements. If Buyer does not agree to the Initial Closing Statements it shall within sixty (60) calendar days after delivery of the Initial Closing Statements by NSC, prepare and deliver to NSC a list of disputed adjustments (the "Disputed Adjustments") Buyer believes should have been recorded on the Initial Closing Statements. Buyer and NSC shall use their commercially reasonable best efforts to resolve the Disputed Adjustments. If Buyer and NSC are able to reach an agreement on the Disputed Adjustments, the Initial Closing Statements shall be amended to reflect such agreement and shall become the Final Closing Statements. If Buyer and NSC are unable to reach an agreement on the Disputed Adjustments within thirty (30) calendar days after receipt by NSC of the Disputed Adjustments, then the matter will be resolved by the Arbitrator in accordance with the provisions of Section 2.3.4 below. The Final Closing Statements shall be deemed to be and shall be conclusive and binding on the parties to this Agreement for purposes of determining any adjustment of the Purchase Price pursuant to this Section 2.3.

Final Closing Statements. The Closing Statements and the Other Sellers’ Statements shall become binding between the Parties as follows: (i) If Purchaser does not give an Objection Notice during the Objection Period or Purchaser notifies Sellers that it has no objection to Sellers’ Closing Statements they will become final and binding on Purchaser and Sellers for the purpose of this Agreement on the earlier of the date of such notice or the expiry of the Objection Period. (ii) If Purchaser gives an Objection Notice under Section 5.3, the Closing Statements and the Other Sellers’ Statements shall become final and binding on Purchaser and Sellers for the purpose of this Agreement on the earlier of either: - the day on which Purchaser and Sellers resolve all contentious matters amongst themselves; or - the day on which the Expert delivers his decision regarding the contentious matters. The Closing Statements and the Other Sellers’ Statements which have become binding between the Parties pursuant to this Section 5 are hereinafter referred to as the “Final Closing Statements”.