Closing Payment Statement definition
Examples of Closing Payment Statement in a sentence
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 any such notice of disagreement is timely provided, Buyer and Seller, in conjunction with their respective independent accounting firms, shall use commercially reasonable efforts for a period of thirty (30) days from the date of Seller’s notice of disagreement (or such longer period as they may mutually agree) to resolve any disagreements with respect to the Closing Payment Statement.
Such Cash Count will be used in the preparation of the Closing Payment Statement.
If Seller does not provide such notice of disagreement within such thirty (30) day period, Seller shall be deemed to have accepted the Closing Payment Statement delivered by Buyer and such determination shall be final, binding and conclusive for all purposes of this Agreement.
Section 2.3 of the Disclosure Schedule sets forth an example of Closing Payment Statement.
If the amount reflected on the Closing Payment Statement is less than the amount of the Estimated Closing Payment paid on the Closing Date, no later than 5 days after final determination thereof, the Company shall pay to the Buyer by wire transfer the absolute amount of the difference.
The Sellers and the Buyer will mutually prepare the Closing Payment Statement, with the full participation and cooperation of each other, in accordance with this Agreement and in accordance with and following GAAP and customary business practices of the Sellers.
No later than the third Business Day prior to the Closing Date, the Seller shall deliver to the Buyer (a) the Closing Payment Statement and (b) to the extent Seller is requesting Buyer to direct any payments in accordance with Section 1.9, the applicable Option Payment Schedule with respect to the Aggregate Closing Option Cash-Out Payment Amount.
Purchaser and Seller shall use their commercially reasonable efforts to resolve any of Seller's objections to the Final Closing Payment Statement as described in Seller's Objection Notice.
During the Post- Closing Statement Review Period, Buyer and the Company shall provide Seller and its representatives reasonable access to the books and records reasonably necessary and requested by Seller for Seller to confirm the information and calculations contained in the applicable Post- Closing Payment Statement.