Closing Date Items definition

Closing Date Items shall have the meaning specified in Section 3.4(c).
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Examples of Closing Date Items in a sentence

  • Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to the Company a Notice (the "Statement") setting forth the Net Receivables Amount and the Inventory Value (together, the "Closing Date Items"), as of the close of business on the Closing Date.

  • The "Adjustment Payment Date" shall be the date that is 35 days after the delivery of the Statement; provided, however, if Sellers dispute the Statement, the Adjustment Payment Date shall be the date that is 15 days after the final determination of the Closing Date Items in accordance with the provisions of Section 3.4(d).

  • The Objection Notice shall include only objections based on (i) mathematical errors in computation of the Closing Date Items, or (ii) Closing Date Items not having been prepared in accordance with GAAP or the same accounting principles, procedures and methods that were used to prepare the Company Financial Statements.

  • The Closing Date Items shall be determined in accordance with GAAP and the same accounting principles, procedures and methods that were used to prepare the Company Financial Statements.

  • In connection with their determination of the Disputed Closing Date Items, the Accountants will be entitled to review the workpapers, trial balances and similar materials prepared by Seller in connection with the preparation of the Closing Balance Sheet, and any books and records related thereto.

  • If the Purchaser and the Seller are unable to resolve any disagreement between them within 30 calendar days after the Purchaser gives notice of such disagreement, the items in dispute (collectively, the "Disputed Closing Date Items") will promptly, but in any event by the end of such 30 day period be referred for determination to a "big-six" accounting firm to be selected jointly by Purchaser and the Seller (the "Accountants").

  • If the parties cannot agree on the selection of a "big six" accounting firm by the end of such 30-day period, the accountants for the Purchaser and the accountants for the Seller shall jointly, within 15 days thereafter, select a "big six" accounting firm to which Disputed Closing Date Items will be referred and such accounting firm shall be the Accountants for purposes of this Section.

  • The Agent agrees that as of the Closing Date, Items of Payment payable to the Mexican Subsidiary are not required to be deposited into the Collateral Account.

  • Closing Date Items.......................................................

Related to Closing Date Items

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit F-1.

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Closing Date Term Loan has the meaning set forth in Section 2.4(a).

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

  • Issuance Items has the meaning set forth in Section 3.3(h) hereof.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Closing Date and Time means the deadline for the submission of Proposals as set out herein.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Punch List Items means such items (i) as are reasonably necessary or appropriate to fully complete the construction, equipping and furnishing of the Hotel in accordance with this Contract and (ii) that, unless otherwise agreed by Buyer in its sole discretion, (a) individually and in the aggregate do not and will not prohibit, cause a delay in or otherwise adversely affect, under applicable Legal Requirements, the Franchise Agreement or otherwise, the opening of the Hotel for business to the public or the continued occupancy and operation of the Hotel as contemplated under the Brand and (b) may be corrected or completed, subject to delays caused by Force Majeure, within not more than sixty (60) days.

  • Escrow Items means those items that are described in Section 3.

  • Closing Date Mortgaged Property as defined in Section 3.1(h).

  • Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Asset Schedule means with respect to any Transaction as of any date, an asset schedule in the form of a computer tape or other electronic medium (including an Excel spreadsheet) generated by Seller and delivered to Buyer and the Custodian, which provides information (including, without limitation, the information set forth on Exhibit E attached hereto) relating to the Purchased Mortgage Loans in a format reasonably acceptable to Buyer.

  • Funding Date is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.