Closing Adjustment Schedule definition

Closing Adjustment Schedule has the meaning given in Section 2.3.2.
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Closing Adjustment Schedule means a schedule, prepared by the Company, setting forth, in reasonable detail, the Company’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP and certified by the Company’s chief executive officer and chief financial officer.
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Closing Adjustment Schedule has the meaning set forth in Section 2.3(b). “Closing Date” has the meaning set forth in Section 6.1.
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Examples of Closing Adjustment Schedule in a sentence

  • In the event and to the extent that GCI shall timely notify the AKD Members' Agent in writing, as provided in Section 2.3.2(b) above, of a disagreement with the Closing Adjustment Schedule (the "Disagreement"), GCI and the AKD Members' Agent shall attempt, in good faith, to resolve such Disagreement.

  • The Closing Adjustment Schedule shall be prepared by AKD and the AKD Members in good faith and in a manner consistent with GAAP and the balance sheets included in the AKD Financial Statements.

  • All items of the Preliminary Closing Adjustment Schedule which are not objected to by Seller (by written notice to Buyer specifying such items and the reasons therefor in reasonable detail) by the expiration of such forty-five (45) day period shall be deemed agreed upon by the Parties and shall be deemed final, binding and conclusive for purposes of the Final Closing Adjustment Amount.

  • During such time, Seller shall be permitted to review the working papers of Buyer relating to the Preliminary Closing Adjustment Schedule and shall have such reasonable access to Buyer’s personnel as may be reasonably necessary to permit Seller to review in detail the manner in which the schedule was prepared.

  • Each of GCI and the AKD Members' Agent shall submit to the Accountants its proposal concerning what the Closing Adjustment Schedule should be, and the parties shall submit to the Accountants all relevant financial data, and the Disagreement shall be submitted for final and binding arbitration and resolution before representatives of the Accountants.

  • The Closing Adjustment Schedule will be prepared as of the Closing Date but will be consistent in form with the AKD Interest-Bearing Obligations and the AKD Net Working Capital as of May 31, 2006 set forth on Schedule 2.3.2 attached hereto and incorporated herein by this reference.

  • Not less than five Business Days before the Closing Date, the AKD Members shall deliver to GCI a schedule signed by AKD and the AKD Members (the "Closing Adjustment Schedule") setting forth in detail the AKD Interest-Bearing Obligations and the AKD Net Working Capital as of the Closing Date.

  • GCI's failure to timely notify AKD in writing of the existence of such a disagreement shall be deemed, for all purposes, GCI's acceptance of the Closing Adjustment Schedule.

  • Receives new or increased earned income while receiving or within six months of having received assistance, benefits, or services funded through the program of Temporary Assistance to Needy Families (TANF) or Welfare to Work Program.

  • After completing their review of the Disagreement, the Accountants shall resolve each item in dispute and confirm their conclusion (and the resulting Closing Adjustment Schedule) in writing to the AKD Members' Agent and GCI, and the decision of the Accountants regarding such adjustment shall be final and binding upon the parties hereto for all purposes and enforceable in any court of competent jurisdiction.

Related to Closing Adjustment Schedule

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Closing Statement has the meaning set forth in Section 2.5(a).

  • Allocation Schedule has the meaning set forth in Section 2.07.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Settlement Statement has the meaning set forth in Section 3.2(a).