Estimated Closing Adjustment Statement definition

Estimated Closing Adjustment Statement has the meaning set forth in Section 2.6(a).

Estimated Closing Adjustment Statement shall have the meaning set forth in Section 1.4(a).

Estimated Closing Adjustment Statement means a projected balance sheet of Company which shall represent a reasonable estimate of the Final Closing Adjustment Statement; such balance sheet to be prepared in accordance with GAAP applied on a consistent basis and as otherwise required by this Agreement and accompanied by schedules setting forth in reasonable detail all assets and liabilities included therein.

Examples of Estimated Closing Adjustment Statement in a sentence

• Notably, our analysis reveals that empirical evidence is disproportionately distributed, mainly consisting predominately of self-reported or publicly available data, and characteristically lacking a strong theoretical or policy foundation.

• The estimate of the amount of the Closing Adjustment, as set forth on the Estimated Closing Adjustment Statement, is referred to herein as the “Estimated Closing Adjustment.” The Estimated Closing Adjustment Statement, and the component items thereof, will be prepared in accordance with the Accounting Principles and the books and records of the Business.

• If the Buyer objects to the Estimated Closing Adjustment Statement, the Company and the Buyer will work together in good faith to resolve the issues in dispute.

• If the Buyer and the Company are unable to resolve all such disputed issues within three (3) business days following the Buyer’s receipt of the Estimated Closing Adjustment Statement, the Estimated Closing Adjustment shall be as determined by the Buyer.

• If within two (2) business days following the Buyer’s receipt of the Estimated Closing Adjustment Statement, the Buyer has not given the Company notice of its objection thereto, the Estimated Closing Adjustment shall be as set forth in the Estimated Closing Adjustment Statement delivered to the Buyer by the Company.

• The Estimated Closing Adjustment Statement and such consolidated balance sheet shall be prepared in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP).

• The program also provides a historical background for the study of other disciplines and for engaged citizenship.

• If the Buyer and the Company are unable to resolve all such disputed issues within three Business Days following Buyer’s receipt of the Estimated Closing Adjustment Statement, the Estimated Closing Adjustment shall be as determined by the Buyer.

• Schedule 2.6(a)(ii) attached hereto reflects the Closing Adjustment Items included in the Estimated Closing Adjustment Statement, including estimated amounts in respect thereof as of the date of this Agreement.

• During such 48-hour period, the Company provided the Buyer and its accountants with access to the Company and its accountants and with complete and accurate copies of, and reasonable access to, the work papers and supporting records of the Company and its accountants so as to allow the Buyer and its accountants to verify the accuracy of the Estimated Closing Adjustment Statement.

More Definitions of Estimated Closing Adjustment Statement

Estimated Closing Adjustment Statement means a statement that represents a reasonable estimate of the Final Closing Adjustment Statement and includes reasonable detail regarding all items included in the determination of the Estimated Closing Adjustment.

Estimated Closing Adjustment Statement setting forth the Seller’s good faith estimates of (a) (i) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (ii) the Closing Transaction Expenses owed by the Company (the “Estimated Closing Transaction Expenses”), (iii) the Closing Net Working Capital Debit Amount, if any (the “Estimated Closing Net Working Capital Debit Amount”), (iv) the Closing Net Working Capital Credit Amount, if any (the “Estimated Closing Net Working Capital Credit Amount”), and (v) the Closing Cash Amount (“Estimated Closing Cash Amount”), and (b) on the basis of the foregoing, a calculation of the Estimated Closing Purchase Price, in each case, prepared and determined in accordance with the Agreed Accounting Principles. The Estimated Closing Adjustment Statement shall include reasonable detail and be accompanied by supporting documentation as reasonably requested by the Purchaser.

Estimated Closing Adjustment Statement. As defined in Section 2.04.