Examples of Draft Closing Balance Sheet in a sentence
The Draft Closing Balance Sheet shall be prepared in good faith and in accordance with GAAP applied on a basis consistent with the preparation of the Interim Balance Sheet.
During such period, Parent shall permit the Equityholders’ Representative reasonable access to the Surviving Corporation’s relevant books and records and personnel to the extent necessary to review the Draft Closing Balance Sheet and the Adjustment Statement.
All other items on the Draft Closing Balance Sheet and Adjustment Statement which have not been so cited in the Equityholders’ Representative’s Report shall be deemed accepted by the Equityholders’ Representative.
Failure by the Equityholders’ Representative to object to the Draft Closing Balance Sheet or Adjustment Statement within such period shall be deemed to be the Equityholders’ Representative’s acceptance of the entire Draft Closing Balance Sheet and the Adjustment Statement and such acceptance shall be final and binding on Parent, the Surviving Corporation, the Escrow Agent, the Equityholders’ Representative and the Equityholders.
The Draft Closing Balance Sheet and the Adjustment Statement, revised to incorporate the resolution of any matters in dispute pursuant to Section 2.4.2, Section 2.4.3.1 and/or Section 2.4.3.2, as applicable, are referred to as the “Closing Balance Sheet” and the “Conclusive Adjustment Statement.” The Closing Balance Sheet and Conclusive Adjustment Statement shall have the legal effect of an arbitral award and shall be final, binding, and conclusive on the Parties.