Closing Adjustment Statement definition

Closing Adjustment Statement has the meaning set forth in Section 2.7(b).

Closing Adjustment Statement means the statement of the Closing Adjustment Items prepared in accordance with the provisions of Section 2.7 hereof.

Closing Adjustment Statement means the statement of the Closing Adjustment Items prepared in accordance with the provisions of Section 2.6.

Examples of Closing Adjustment Statement in a sentence

• The Closing Adjustment Statement delivered pursuant to this Section 2.6(b) shall be accompanied by a statement setting forth the amount, if any, by which the total of the Closing Adjustment Items is greater than, or less than, the Estimated Closing Adjustment.

• Notably, our analysis reveals that empirical evidence is disproportionately distributed, mainly consisting predominately of self-reported or publicly available data, and characteristically lacking a strong theoretical or policy foundation.

• The estimate of the amount of the Closing Adjustment, as set forth on the Estimated Closing Adjustment Statement, is referred to herein as the “Estimated Closing Adjustment.” The Estimated Closing Adjustment Statement, and the component items thereof, will be prepared in accordance with the Accounting Principles and the books and records of the Business.

• The Closing Adjustment Statement delivered pursuant to paragraph (b) above shall be accompanied by (i) all relevant backup materials, in detail reasonably acceptable to the Representative, and (ii) a statement setting forth the amount, if any, by which the total of the Closing Adjustment Items is greater than, or less than, the Estimated Closing Adjustment.

• In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as arbitrator.

More Definitions of Closing Adjustment Statement

Closing Adjustment Statement shall have the meaning given to such term in Section 3.03.

Closing Adjustment Statement means the statement of the Closing Adjustment Items prepared in accordance with the provisions of Section 1.4 hereof.

Closing Adjustment Statement shall have the meaning assigned thereto in Section 4.10(a).

Closing Adjustment Statement means the statement of the Closing Adjustment Items prepared and delivered by the Buyer in accordance with the provisions of Section 2.6(b).

Closing Adjustment Statement shall have the meaning set forth in Section 2.6(c)(ii) (Purchase Price Adjustment).

Closing Adjustment Statement means the statement of the Closing Adjustment Items prepared in accordance with the provisions of Section 2.6. “Closing Buyer Outstanding Shares” has the meaning set forth in Section 4.4(a).

Closing Adjustment Statement setting forth (i) the Purchaser’s good faith calculation of (A) the Closing Indebtedness, (B) the Closing Transaction Expenses owed by the Company, (C) the Closing Net Working Capital, and (D) the Closing Cash Amount, in each case, prepared and determined in accordance with the Agreed Accounting Principles; and (ii) on the basis of the foregoing, a calculation of the Closing Purchase Price; provided, that the Closing Adjustment Statement (and any amounts included therein) shall give effect to the closing of the Contribution Agreement but shall not give effect to the consummation of the Transactions. The Closing Adjustment Statement shall include reasonable detail and be accompanied by supporting documentation.