Closing Payment Calculation Statement definition

Closing Payment Calculation Statement has the meaning set forth in Section 1.02(c).

Closing Payment Calculation Statement shall have the meaning set forth in Section 6.12.

Closing Payment Calculation Statement means a certificate setting forth the (i) Sellers’ good faith estimate and calculation of the Closing Working Capital, together with an estimated consolidated balance sheet of the Company Group Members as of immediately prior to the Closing (without giving effect to the transactions contemplated herein), in each case of this clause (i) prepared in accordance with the Accounting Principles, (ii) the Sellers’ good faith estimate of (A) the outstanding Indebtedness of the Company Group Members as of the Closing Date for purposes of Section 2.04(a)(iii); (B) the amount of all unpaid Seller Transaction Expenses as of the Closing Date for purposes of Section 2.04(a)(iv); and (C) the amount of all unpaid Change of Control Payments as of the Closing Date for purposes of Section 2.04(a)(v) and Section 5.10; (iii) the Sellers’ calculation of the Closing Payment based on the foregoing; and (iv) the wire instructions for each Seller and other Person to whom payments at Closing are to be made in accordance with Section 2.04(a).

Examples of Closing Payment Calculation Statement in a sentence

• The Estimated Closing Payment Calculation Statement must be final at least one (1) Business Day prior to the Closing.

• The Closing Payment Calculation Statement, in a form satisfactory to Buyer, shall have been prepared in accordance with Section 1.02(c) and previously delivered by the Seller Representative to Buyer.

• The Independent Accounting Firm shall be directed to, within thirty (30) days after such submission, determine and report to the Parties upon the Remaining Disputed Items with respect to Purchaser’s Closing Payment Calculation Statement, and such report shall be final, binding and conclusive on the Parties hereto and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof.

• The Seller Representative shall be deemed to have agreed with all other items and amounts included in Purchaser’s Closing Payment Calculation Statement that are not identified in the Sellers’ Proposed Calculations.

• At the Closing, Buyer shall pay on behalf of the Company all Indebtedness set forth in the Closing Payment Calculation Statement by wire transfer of immediately available funds in accordance with, and to the accounts specified pursuant to, the Payoff Letters and the Closing Payment Calculation Statement.

• If the Seller Representative does not dispute any aspect thereof or the amount of any of Purchaser’s Proposed Calculations during the Review Period, then Purchaser’s Closing Payment Calculation Statement and Purchaser’s Proposed Calculations shall be conclusive and binding upon the Parties.

• Buyer shall have the right to review the Closing Payment Calculation Statement and object thereto, and the Company and the Seller Representative, on the one hand, and Buyer, on the other hand, shall cooperate in good faith to resolve any such objections prior to the Closing and update the Closing Payment Calculation Statement accordingly.

• On or prior to the last day of the Review Period, the Seller Representative shall notify Purchaser in writing of any disagreement with Purchaser’s Closing Payment Calculation Statement or with the accuracy of any of Purchaser’s Proposed Calculations.

• Purchaser shall have the opportunity to review and comment on the Estimated Closing Payment Calculation Statement and Sellers shall, in good faith, consider any such comments that are timely provided by Purchaser.

• No Purchaser Indemnified Party will be entitled to any indemnification under this Article IX to the extent such matter is or should be included in the Final Closing Payment Calculation Statement determined pursuant to Section 2.4. (b) Member Indemnified Parties.