Closing Schedule definition
Examples of Closing Schedule in a sentence
Within forty-five (45) days after delivery of the Actual Closing Schedule, U.S. Seller may deliver written notice (the “Protest Notice”) to Buyer of any disagreement that Sellers may have as to the Actual Closing Schedule setting forth in reasonable detail the items in dispute.
Notwithstanding anything to the contrary contained herein, in no event shall Buyer’s review of the Estimated Closing Schedule, any revision thereof by any Seller or any dispute with respect thereto delay the date by which the Closing is required to have occurred pursuant to Section 2.3 disregarding any review or revision of, or dispute with respect to, the Estimated Closing Schedule.
The term “Final Closing Schedule,” as used in this Agreement, shall mean the Actual Closing Schedule if deemed final in accordance with Section 2.5(d) or the definitive Final Closing Schedule agreed to in writing by U.S. Seller and Buyer or resulting from the determinations made by the Accounting Firm in accordance with this Section 2.5(e).
If U.S. Seller fails to deliver a Protest Notice on or before the date which is forty-five (45) days after delivery of the Actual Closing Schedule, the Indebtedness outstanding as of immediately prior to the Closing, Transaction Expenses, Net Working Capital, Cash and the Actual Closing Amount resulting therefrom, in each case, as set forth on the Actual Closing Schedule shall be final, binding and non-appealable by the Parties.