Closing Statement Dispute definition

Closing Statement Dispute shall have the meaning set forth in Section 2.4(e)(i).

Closing Statement Dispute has the meaning set forth in Section 2.4(c). “Code” means the Internal Revenue Code of 1986, as amended.

Closing Statement Dispute. Section 2.3(e)(i) hereof.

Examples of Closing Statement Dispute in a sentence

• Sellers may dispute any amounts reflected on the Final Closing Statement by delivery of a written notice to Purchasers (the “ Final Closing Statement Dispute Notice”).

• If Purchasers and Sellers are unable to reach a resolution within thirty (30) days after the delivery of the Final Closing Statement Dispute Notice, Purchasers and Sellers shall submit their respective determinations and calculations and the items remaining in dispute for resolution to the Independent Accounting Firm.

• If Sellers deliver a Final Closing Statement Dispute Notice to Purchasers, Purchasers and Sellers shall attempt to reconcile the parties’ differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties.

• If Seller delivers a Closing Statement Dispute Notice, then Purchaser and Seller shall seek in good faith to resolve the Disputed Items during the 30-day period beginning on the date Purchaser receives the Closing Statement Dispute Notice (the “Resolution Period”).

• If Parent and the Securityholder Representative, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after Parent’s receipt of the Closing Statement Dispute Notice, then Parent and the Securityholder Representative shall jointly engage Ernst & Young (or any other mutually acceptable accounting firm) (the “ Arbitration Firm ”) to arbitrate such dispute.

• Within forty-five (45) days following receipt by the Securityholder Representative of the Net Working Capital Closing Statement, the Securityholder Representative shall deliver written notice to Parent of any dispute it has with respect to the preparation or content of the Net Working Capital Closing Statement (“ Closing Statement Dispute Notice ”).

• If Securityholder Representative timely delivers a Closing Statement Dispute Notice to Parent, Parent and the Securityholder Representative shall negotiate in good faith to resolve such dispute.

• If the Securityholder Representative does not deliver a Closing Statement Dispute Notice to Parentwithin such forty-five (45)-day period, the Final Working Capital set forth in the Net Working Capital Closing Statement will be final, conclusive and binding on the parties.

• The Accounting Firm shall be instructed to use every reasonable effort to perform its services within thirty (30) calendar days after submission of the Closing Statement Dispute to it and, in any case, as soon as practicable after such submission.

• All fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.4(d)(ii) shall be paid by Buyer, on the one hand, and Seller, on the other hand, in proportion to the amounts by which their respective aggregate positions in the Closing Statement Dispute differed from the CPA Firm’s final aggregate determination.