Definitive Closing Statement definition

Definitive Closing Statement has the meaning set forth in Section 2.2(c).

Definitive Closing Statement means the Proposed Closing Statement as adjusted by Buyer and delivered to the Company within forty-five (45) days after Closing subject to the adjustment procedures described in Section 2.5.

Definitive Closing Statement means (a) if Seller does not deliver a Dispute Notice within thirty (30) days after receipt of the Proposed Closing Date, the Proposed Closing Statement in accordance with Section 2.5(b) or (b) if Seller does deliver a Dispute Notice within thirty (30) days after receipt of the Proposed Closing Date, the revised closing statement delivered by Buyer in accordance with Section 2.5(d).

Examples of Definitive Closing Statement in a sentence

• The Final Closing Statement as so adjusted shall constitute the Definitive Closing Statement and shall be binding on the parties hereto.

• Such revised statement shall be deemed to constitute the Definitive Closing Statement, which shall be final, conclusive and binding upon all Parties.

• The scope of disputes to be resolved by the Accounting Firm shall be limited to whether the items in dispute that were included in the Dispute Notice were prepared in accordance with the Accounting Principles and the Accounting Firm shall determine, on such basis, whether and to what extent the Definitive Closing Statement requires adjustment.

• If the Company does not deliver a Dispute Notice within such fifteen (15) day period, then the Company will have been deemed to have accepted the Definitive Closing Statement, which shall be final, conclusive and binding upon all Parties.

• For a period of fifteen (15) days following Company’s receipt of a Dispute Notice (the “Dispute Period”), Representatives of Buyer and the Company shall use their reasonable best efforts to resolve all disagreements with respect to the Definitive Closing Statement set forth in such Dispute Notice through the joint consultation of Buyer and the Company.

• If the Company disagrees with the Definitive Closing Statement as adjusted, the Company shall notify Buyer in writing of such disagreement (a “Dispute Notice”) within fifteen (15) days after receipt of the Proposed Closing Statement, which Dispute Notice shall specify in reasonable detail the items and amounts in dispute.

• To the extent that the Definitive Closing Statement shows Assets at Closing net of Liabilities at the Closing to be different from assets net of liabilities on the IMG Financial Statements as of March 31, 1997, the Consideration shall be increased or reduced, as the case may be, on a dollar for dollar basis.

• The Bank shall notify the User of the transactions made through the Mobile Wallet in information contained in the application.

• To the extent that the Definitive Closing Statement shows assets at Closing net of liabilities to be different from $3,601,573 plus the proceeds from any exercise of stock options under HP's stock option plan on and after April 30, 1997, the Consideration shall be increased or reduced, as the case may be, to the nearest $.1.00 on a dollar for dollar basis.

• The Parties and their respective representatives shall fully cooperate in the preparation of the Definitive Closing Statement.