Examples of Closing Financial Data in a sentence
As of the Closing, there shall be no intercompany receivables or payables or loans then existing between Seller or any of the Continuing Affiliates, on the one hand, and the Company or any of the Subsidiaries, on the other hand, and the Closing Financial Data prepared pursuant to Section 2.5(a) hereof shall be prepared accordingly.
Buyer and its authorized representatives shall have full access to all relevant books and records and employees of Seller to the extent required to complete their review of the Closing Financial Data.
Immediately prior to the Closing, all intercompany receivables or payables then existing between the Business, on the one hand, and the other businesses of Seller and Affiliates of Seller, on the other hand, shall be canceled (except to the extent included in Final Closing Working Capital), and the Closing Financial Data prepared pursuant to Section 2.8 hereof shall be prepared accordingly.
After receipt of the Closing Financial Data, the Shareholder Representatives shall have thirty (30) days to review the Closing Financial Data.
Following such 90-day period, Buyer shall be deemed to have accepted and agreed to the Seller’s calculation of each Purchase Price Component as set forth in the Estimated Closing Balance Sheet and the Estimated Closing Statement except with respect to each individual Purchase Price Component that is expressly disputed during such period by Buyer in the Closing Financial Data and any undisputed Purchase Price Components shall be deemed final, binding and conclusive on Buyer.