Closing Statement Objection definition

Closing Statement Objection shall have the meaning set forth in Section 2.3(b).

Closing Statement Objection has the meaning ascribed thereto in Section 2.04(2); "Closing Time" means at or prior to 5:00 p.m. (Pacific Standard time) on the Closing Date;‌

Closing Statement Objection. Section 2.3(c) hereof.

Examples of Closing Statement Objection in a sentence

• If Shareholders’ Representative delivers a Closing Statement Objection to Buyer pursuant to Section 2.4(e), then Shareholders’ Representative and Buyer shall promptly meet and attempt in good faith to resolve any dispute or disagreement relating to the Preliminary Closing Statement and the calculation of the Net Working Capital Amount, the Company Closing Payments, or both (the “Closing Statement Dispute”).

• In resolving the Closing Statement Dispute, the Accounting Firm (i) shall utilize the criteria set forth in Section 2.4.1 and (ii) shall not assign a value to any item greater than the greatest value for such item claimed by any party, or less than the smallest value for such item claimed by any party, as set forth in the Buyer Closing Statement and the Closing Statement Objection.

• If no such written notice is delivered to Parent within such fifteen (15) day period, then the Buyer shall be deemed to have accepted the Closing Statement Objection.

• If the Net Working Capital as reflected on the Final Closing Statement is closer in amount to the Net Working Capital as reflected on the Closing Statement Objection than to the Net Working Capital as reflected on the Preliminary Closing Statement, then Buyer shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.3(d)(ii).

• If the Purchaser delivers a written notice to the Seller Representative in response to a Closing Statement Objection pursuant to Section 2.4(d), then the Seller Representative and the Purchaser shall promptly meet and attempt in good faith to resolve any dispute or disagreement relating to the Proposed Final Closing Statement and the calculation of the sum of Net Working Capital plus Recent Capx and Vault Cash Deficiency (the “Closing Statement Dispute”).

• If the Seller delivers a written notice to the Purchaser in response to a Closing Statement Objection pursuant to Section 2.3(d), then the Seller and the Purchaser shall promptly meet and attempt in good faith to resolve only those items which have been raised in the Closing Statement Objection and where Purchaser and Seller have yet to agree (the “Closing Statement Dispute”).

• If the Member delivers a Closing Statement Objection to Buyer, then Buyer shall have thirty (30) days to review and respond to the Closing Statement Objection by delivering written notice to the Member specifying the scope of its disagreement with the information set forth in it.

• If a Closing Statement Objection is delivered to Buyer pursuant to Section 2.4.3, then Buyer shall have fifteen (15) days to review and respond to the Closing Statement Objection by delivering written notice to Parent specifying the scope of its disagreement with the information contained 11 in it.

• The Buyer will have 30 days from the date on which it receives the Closing Statement Objection to review and respond to such Closing Statement Objection (the “Buyer Response”).

• If the Net Working Capital as reflected on the Final Closing Statement is closer in amount to the Net Working Capital as reflected in the Closing Statement Objection than to the Net Working Capital as reflected on the Buyer Closing Statement, then the Buyer shall pay all fees and expenses of the Accounting Firm in connection with the services provided pursuant to Section 2.4.5(b).