Draft Closing Statements definition

Draft Closing Statements shall have the meaning set forth in Section 5.05(a)(iii).
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Draft Closing Statements has the meaning given to it in Clause 8.1;
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Draft Closing Statements has the meaning set forth in Section 2.5.
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Examples of Draft Closing Statements in a sentence

  • The Adjustment Report shall set forth, in reasonable detail, the Independent Auditor’s determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to any of the Draft Closing Statements and/or the Closing Date Working Capital, together with supporting calculations, and the parties shall make such revisions to the Draft Closing Statements, as applicable.

  • The Seller shall be deemed to have agreed with all items and amounts contained in Draft Closing Statements which are not raised in the Dispute Report.

  • The Purchaser shall procure that the Company co-operates with the Seller and the Expert as set out in the preceding sentence, in particular, that the Company assists the Seller in the review of the Draft Closing Statements as is required to assess and comment the Draft Closing Statements to the Purchaser within the period set out in Clause 6.3.2.

  • If the Sellers’ Agent disagrees with any of the Draft Closing Statements or the calculation of Closing Date Working Capital as set forth therein, then the Sellers’ Agent shall notify the Purchaser of its disagreement (the “Dispute Notice”) within such forty-five (45) day period together with reasonable particulars of the basis of such dispute, including the Sellers’ Agent’s position on the amounts in dispute (and the resulting Sellers’ Agent position on the amount of the Closing Date Working Capital).

  • The consultant compares it with original schedule described in Annual Work Plan.

  • In such event, the Sellers’ Agent and the Purchaser shall work expeditiously and attempt, in good faith, to resolve their differences with respect thereto within fifteen (15) days after the receipt by the Purchaser of the Dispute Notice and make any amendments to the Draft Closing Statements as mutually agreed to by the parties.

  • In particular, the Buyer shall allow the Seller to have access to the SAP system implemented within the Group Companies in order to review the Records of the Group Companies for financial reporting, tax purposes, and for the purpose of reviewing the Draft Closing Statements and the Draft Closing Accounts in accordance with Clause 3.3(c) as of the Closing Date.

  • Except for the matters specifically set out in the Objection Notice, the Sellers shall be deemed to have agreed the Draft Closing Statements in full.

  • An Objection Notice shall set out the Sellers’ reasons for such non-acceptance (with sufficient detail as reasonably required by the Buyer to understand such reasons) and specify the adjustments, which, in the Sellers’ opinion, should be made to the Draft Closing Statements in order for them to comply with the requirements of this Agreement.

  • If the Representative disagrees with any of the Draft Closing Statements or the calculations set forth therein, then the Representative shall notify Buyer of its disagreement (the “Dispute Notice”) within such forty-five (45) day period together with reasonable particulars of the basis of such dispute, including underlying calculations as well as the Representative’s position on the amounts in dispute.

Related to Draft Closing Statements

  • Draft Closing Statement means a draft closing statement as of the close of business of the fifth (5th) Business Day immediately preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).

  • Closing Statements has the meaning set forth in Section 3.3(b).

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Filing Statements is defined in Section 5.1.13.

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Filing Statement means all UCC financing statements or other similar financing statements and UCC (Form UCC-3) termination statements required pursuant to the Loan Documents.

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Interim Statements means the quarterly financial statement of any insurance company as required to be filed with the Department, together with all exhibits or schedules filed therewith, prepared in conformity with SAP. References to amounts on particular exhibits, schedules, lines, pages and columns of such interim statements are based on the formats promulgated by the NAIC for 2012 interim statements for the applicable type of insurance company. If such format is changed in future years so that different information is contained in such terms or they no longer exist, it is understood that the reference is to information consistent with that recorded in the referenced item in the 2012 interim statement of the insurance company.

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

  • UCC Financing Statements means collectively the Lender Financing Statements and the Lessor Financing Statements.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Billing Statement has the meaning assigned to such term in Section 2.18(g).

  • Settlement Statement has the meaning set forth in Section 3.2(a).

  • UCC Financing Statement A financing statement filed, or to be filed, pursuant to the UCC.

  • Purchaser Financial Statements shall have the meaning specified in Section 4.8.1.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Buyer Financial Statements shall have the meaning set forth in Section 4.6.

  • Closing Memorandum means the form of closing memorandum to be prepared by Apple for the Closing under this Agreement in which are included the forms of certificates of officers, the opinions of counsel and certain other documents to be delivered at the Closing as provided in Article VII.