Closing Statement Due Date is defined in Section 2.5.2.
Closing Statement Due Date shall be the date that is the later of (a) 90 calendar days following the Closing Date and (b) 15 calendar days after VMware issues a purchase order to pay amounts owed under Section 5.1 of the Reseller Agreement following delivery by the Company of an invoice in agreed upon amount pursuant to Section 5.1 of the Reseller Agreement for the period through the Closing Date; provided that the parties acknowledge that the invoicing process between VMware and the Company is often subject to delays resulting from review, negotiation and final determination of amounts owed. The unaudited statement in the same form as the Company Closing Statement (the “Acquiror Closing Statement”) shall set forth Acquiror’s good faith calculation of each of (a) the final Working Capital Adjustment as of the Closing, which shall include the adjustments to Closing Accounts Receivable as described in the last sentence of the definition of Final Closing VMware AR set forth in the definition of Closing Accounts Receivable (the “Closing Working Capital Adjustment”); (b) the aggregate amount of all Unpaid Liabilities of the Company as of the Closing (the “Closing Unpaid Liabilities”); (c) the Cash Consideration (the “Closing Cash Consideration”); and (d) the proposed Adjustment Amount, if any. The Acquiror Closing Statement shall be accompanied by reasonably detailed schedules indicating a calculation of the Adjustment Amount, if any, Closing Unpaid Liabilities, and the Closing Working Capital Adjustment. If Acquiror does not deliver to the Sellers’ Agent the Acquiror Closing Statement by the Closing Statement Due Date, then, at the election of the Sellers’ Agent, either (x) the Sellers’ Agent may prepare its own version of the Acquiror Closing Statement and present such Acquiror Closing Statement to Acquiror within an additional 60 calendar days or (y) the Company Closing Statement, along with all of the estimated items therein, shall become final and binding on the parties and the Adjustment Amount shall be zero. If the Sellers’ Agent elects to prepare and submit to Acquiror the Acquiror Closing Statement, then all subsequent references in subclauses (ii) and (iii) of this Section 1.2(e), to “Acquiror” and “Sellers’ Agent”, respectively, shall be read as references to the “Sellers’ Agent” and “Acquiror”, respectively.
Closing Statement Due Date has the meaning set forth in Section 4.2.
Examples of Closing Statement Due Date in a sentence
If the Closing Statement has not been delivered by the Closing Statement Due Date, then the Estimated Closing Statement shall be automatically deemed to be the Closing Statement (and to have been received by Sellers’ Representative on the Closing Statement Due Date for purposes of Section 2.4(b)(ii)).
If Acquiror does not deliver to Seller the Acquiror Closing Statement by the Closing Statement Due Date, then, at the election of Seller, either (x) Seller may prepare its own version of the Acquiror Closing Statement and present such Acquiror Closing Statement to Acquiror within an additional sixty (60) calendar days or (y) the Adjustment Amount will be deemed to be zero.