Closing Calculations definition

Closing Calculations has the meaning ascribed thereto in Section 2.5.1;

Closing Calculations shall have the meaning set forth in Section 1.13(b)(ii).

Closing Calculations has the meaning given to the term in Clause 6.5.1;

Examples of Closing Calculations in a sentence

• If Seller gives Buyer an Acceptance Notice or does not give Buyer an Objection Notice within such 45 day period, then the Closing Balance Sheet, Closing Income Statement and the Closing Calculations will be conclusive and binding upon the Parties and the Closing Calculation will constitute the Final Net Book Value, Final Rimage Sub Cash and Final EBITDA.

• The Closing Calculations shall be calculated and prepared in accordance with the definitions included in the Agreement and this Annex B.

• The Parties shall cooperate fully in the preparation of the Closing Calculations.

• If no Objection Notice is made within the period and in the manner specified in the preceding sentence, or if the Purchaser and the Vendors confirm in writing that they accept the Closing Calculations prior to the end of such thirty (30) Business Day period, then the Closing Calculations shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculations.

• The Purchaser or the Vendors shall send to the Escrow Agent a copy of the final Closing Date Financial Statements and Closing Calculations pursuant to the Share Purchase Agreement, together with a joint written direction setting forth the manner in which Escrow Holdback (or any portion thereof) should be disbursed, as further contemplated by Section 3.2.

• The Purchaser and the Vendors shall be permitted access to the working papers of Xxxxx BGK LLP in respect of the Closing Date Financial Statements and the Closing Calculations in accordance with customary protocols regarding such access.

• The Closing Calculations shall include Terrain’s determination, as of the Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio and the Terrain Closing Cash Dividend.

• Any amounts in the Closing Calculations not specifically objected to by Agent in an Objection Notice delivered to Purchasers on or prior to the expiration of the thirty (30) day period referred to above shall be deemed accepted and shall be final and binding on Sellers and Agent.

• At the time Buyer delivers the Closing Statement to the Seller Representative, Buyer shall also deliver to the Seller Representative reasonable detail supporting the Closing Calculations.

• If during such period, Seller and Purchaser are unable to reach agreement as to all of the disputed items or amounts, they shall promptly thereafter appoint Deloitte, or if Deloitte is unable or unwilling to act, another internationally recognized independent accounting firm reasonably acceptable to Seller and Purchaser (the “Accounting Referee”) to review this Agreement and the disputed calculations, items and amounts for the purpose of calculating the Final Closing Calculations.