Examples of Buyer Closing Statement in a sentence
If Seller provides the notice pursuant to which it agrees with each of the components of the Buyer Closing Statements or does not provide a Notice of Disagreement within such forty-five (45) day period, then Seller shall be deemed to have accepted the calculations and the amounts set forth in the Buyer Closing Statement delivered by Buyer, which shall then be final, binding and conclusive for all purposes hereunder.
The Buyer Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement.
To the extent not set forth in the Notice of Objection, the Securityholders shall be deemed to have agreed with Buyer’s calculation of all other items and amounts contained in the Buyer Closing Statement.
Seller will deliver notice to Buyer on or prior to the forty fifth (45th) day after receipt of the Buyer Closing Statement specifying in reasonable detail all disputed items and the basis therefor.
To the extent reasonably required to complete their review of the Buyer Closing Statement, Seller and its Representatives will be provided with reasonable access to the books, records and working papers of Buyer used to prepare the Buyer Closing Statement, Buyer’s finance personnel and any other information of the Business that the Seller reasonably requests relating to the determination of Purchase Price, and Buyer shall cooperate with the Seller and their Representatives in connection therewith.
Seller and its Representatives will provide Buyer and its Representatives with reasonable access to Seller’s respective books and records, personnel and properties and any other information of Seller that Buyer reasonably requests in connection with Buyer’s preparation of the Buyer Closing Statement.
If Seller fails to deliver such notice in such forty fifth (45th) day period, Seller will have waived its right to contest the Buyer Closing Statement.
If Seller notifies Buyer of any objections to the Buyer Closing Statement in such 45-day period, Seller and Buyer will, within forty-five (45) days following the date of such notice (the “Resolution Period”), attempt to resolve their differences and any written resolution by them as to any disputed amount will be final and binding for all purposes under this Agreement.
Seller shall prepare, or cause to be prepared, no later than ninety (90) days after the later or the Closing Date and the consummation of the final Divestiture Sale, and deliver to Buyer a statement setting forth in reasonable detail any continuing disagreements (“Divestiture Disputes”) with the Estimated Buyer Closing Statement, a calculation in reasonable detail of the Divestiture EBITDA, the Divestiture Adjustment Amount and an amount, if any, payable pursuant to this Section 2.07(f).
Buyer shall in good faith consider the objections, if any, of Seller to the Estimated Buyer Closing Statement and, if Seller has made any reasonable objections, will re-issue an Estimated Buyer Closing Statement containing the Estimated Divestiture Adjustment Amount no later than two (2) Business Days prior to the Closing Date with any such revisions that Buyer has determined in good faith are appropriate.