Closing Payment Statement definition

Closing Payment Statement has the meaning set forth in Section 2.3.

Closing Payment Statement means a statement, which sets forth, in accordance with the Estimated Closing Statement and the Closing Payment Allocation Schedule, (i) the identity of each Person entitled to receive a payment pursuant to Section 1.2(c), (ii) the amount due to each such Person and (iii) the applicable wire instructions for the account or accounts of each such Person.

Closing Payment Statement shall have the meaning set forth in Section 2.5(a) of this Agreement.

Examples of Closing Payment Statement in a sentence

• The Buyer recognizes that it has taken the position that the Seller’s estimates on the Closing Payment Statement were not GAAP compliant.

• The Closing Payment Statement had to be prepared in accordance with generally accepted accounting principles (“GAAP”) and a set of “Agreed Principles” identified in Schedule 11.1(a) to the Purchase Agreement.

• This figure was dramatically less than the Target Net Working Capital Amount and suggested a payment from the Seller to the Buyer of approximately $2.15 billion.The wide gap stemmed from four changes that the Buyer made to the Seller’s Closing Payment Statement.

• As the closing approached, the Seller prepared the Closing Payment Statement, which had to include a “good faith estimate” of an “Estimated Closing Date Purchase Price.” PA § 1.4(a).

• On December 28, 2015, the Seller provided the Buyer with a Closing Payment Statement that included an Estimated Net Working Capital Amount of $1,601,805,000.

• Such Cash Count will be used in the preparation of the Closing Payment Statement.

• Appellees’ Answering Br. at 3.the unambiguous language of the Purchase Agreement required the Closing Payment Statement and Closing Statement to be GAAP compliant, and that the Independent Auditor’s authority extends to all disputes related to the Objections Statement and Closing Statement.

• The Closing Payment Statement shall be prepared in accordance with, and in the format of, Exhibit A, and shall include calculation of (A) the Acquired Cash Adjustment, which shall be prepared in accordance with, and in the format of, Exhibit F, and (B) the Working Capital Adjustment, which shall be prepared in accordance with, and in the format of, Exhibit H.

• If, before the Independent Auditor renders its determination with respect to the disputed items in accordance with this Section 1.4(c), (x) Purchaser notifies Seller Parent of its agreement with any items in the Closing Payment Statement or (y) Seller Parent notifies Purchaser of its agreement with any items in the Closing Statement, then, in each case, such items as so agreed will be final, conclusive and binding on all parties immediately upon such notice.

• If Purchaser does not deliver a Net Working Capital Statement by such 60th day, Seller may (at its option, in its sole discretion) in a written notice to Purchaser, declare that the Preliminary Net Working Capital Statement, the Closing Payment Statement and the Closing Date Statement are final and not subject to further revision.

More Definitions of Closing Payment Statement

Closing Payment Statement means a statement, which sets forth, in accordance with the Estimated Closing Statement, (i) the identity of each Person entitled to receive a cash payment pursuant to Section 1.4, (ii) the amount due to each such Person and (iii) the applicable wire instructions for the account or accounts of each such Person.

Closing Payment Statement is defined in Section 2.2(c).