Examples of Closing Deferred Revenue in a sentence
At least five (5) Business Days prior to the anticipated Closing Date, Seller shall prepare and deliver to Purchaser a written statement (the “Pre-Closing Statement”), which shall set forth Seller’s good faith estimate of the amount of (a) Closing Net Working Capital (“Estimated Working Capital”), (b) Closing Deferred Revenue (“Estimated Deferred Revenue”), and (c) a calculation of the Estimated Purchase Price based upon such estimates.
The Closing Deferred Revenue set forth on the Closing Working Capital and Closing Deferred Revenue Statement shall be derived from the Closing Balance Sheet and prepared in accordance with the definition of Deferred Revenue.
The Closing Working Capital set forth on the Closing Working Capital and Closing Deferred Revenue Statement shall be derived from the Closing Balance Sheet and prepared in accordance with the definition of Working Capital.
A determination shall be made, as of the Closing, with respect to the accounts specified in Schedule 1.1-D, of the amounts billed but unearned for services to be performed by Buyer subsequent to the Closing ("Deferred Revenue") which amount $5,213.04 shall be deducted from the payment in Section 1.3 (b).
No claim for indemnification pursuant to ARTICLE VIII may be asserted by Purchaser to the extent such claim relates to the accuracy of the Estimated Closing Working Capital or Estimated Closing Deferred Revenue or was otherwise taken into account in determining the Final Closing Working Capital or Final Closing Deferred Revenue.
The Protest Notice shall specify in reasonable detail any contested amounts and shall include a schedule setting forth Seller’s determination of Net Working Capital, Closing Cash, Closing Indebtedness, Seller Transaction Expenses and Reduced Closing Deferred Revenue.
In addition, if the Estimated Closing Deferred Revenue is less than the Final Closing Deferred Revenue, then an amount equal to fifteen and one-half percent (15.5%) of the difference between (A) the Final Closing Deferred Revenue and (B) the Estimated Closing Deferred Revenue (the “Deferred Revenue Shortfall”) shall be due to Purchaser from the Sellers by a distribution from the Adjustment Escrow Fund.
Notwithstanding the foregoing, a determination that the Final Closing Working Capital, Final Subsequent Closing Working Capital, Final Closing Deferred Revenue or Final Subsequent Closing Deferred Revenue shall have become final and binding will not preclude a party from recovering for an overpayment under this Section 1.6(c) that is attributable to a breach of a representation or warranty, subject to the limitations set forth in ARTICLE VIII.
The Subsequent Closing Deferred Revenue set forth on the Subsequent Closing Working Capital and Subsequent Closing Deferred Revenue Statement shall be derived from the Subsequent Closing Balance Sheet and prepared in accordance with the definition of Deferred Revenue.
Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Deferred Revenue shall be calculated in accordance with the Applicable Accounting Principles.