Final Calculation Statement definition

Final Calculation Statement shall have the meaning specified in Section 2.2(b)(ii).
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Final Calculation Statement means the calculation of the Special Dividend Amount that is final and binding on New Viacom and CBS, in the manner set forth in this Section 2.08.
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Final Calculation Statement has the meaning set forth in Section 1.03(a).
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Examples of Final Calculation Statement in a sentence

  • The Accounting Mediator will promptly, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, review only those items and amounts specifically set forth and objected to in the Final Calculation Statements and resolve the dispute by adopting, in its entirety, the calculations in the Final Calculation Statement of either Seller or Purchaser.

  • This Agreement may not be amended, ------------------- changed, waived or modified except by a writing executed by the Assignee and the Assignor; provided, however, any amendment, waiver or consent which shall affect -------- ------- the rights or duties of the Administrative Agent under this Agreement shall not be effective unless signed by the Administrative Agent.

  • If Novoste and ONI resolve their disagreements over the disputed items within such 10 business days, the amount of the Novoste Net Cash Assets, the number of Total Consideration Shares, the Common Stock Exchange Ratio and the Series A Exchange Ratio to which Novoste and ONI shall agree in writing, shall be the final and binding upon Novoste and ONI, and the Determination Date Update shall be modified to reflect such resolution and shall constitute the Final Calculation Statement.

  • Promptly after the Final Balance Sheets and the Final Calculation Statement have been finally determined, the following adjustments (collectively, the “Purchase Price Adjustment”) will be determined.

  • The Wind Down Plan reflects the good faith estimate of Novoste as to the expenses to be incurred and the revenue to be generated by Novoste in the course of the implementation and execution of the Wind Down Plan, and with respect to amounts to be set forth on the Final Calculation Statement, includes Novoste’s good faith estimate of such amounts assuming the close and wind down of all current businesses of Novoste and its Subsidiaries shall be completed as projected and reflected on the Wind Down Plan.

  • On the Determination Date, Novoste shall deliver to ONI a draft Final Calculation Statement through such date (the “Determination Date Update”), based on the actual results of the implementation and execution of the Wind Down Plan (including, without limitation, expenses incurred and accounts receivable collected) through and as of such date.

  • No later than 10 Business Days prior to the Closing, Seller shall take an inventory of the fixed assets of the Business to be included in the Purchased Assets for the purpose of preparing the Final Calculation Statement (the “Fixed Assets Inventory”).

  • The Accounting Mediator will promptly, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, review only those items and amounts specifically set forth and objected to in the Final Calculation Statements and resolve the dispute by assigning a value to such item that is neither greater than the greatest value for such item nor less than the lowest value for such item claimed in the Final Calculation Statement of either Seller or Purchaser.


More Definitions of Final Calculation Statement

Final Calculation Statement shall be as defined in Section 2.3(c).
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Final Calculation Statement means a statement setting forth the final determination of the Novoste Closing Determination Assets and Novoste Closing Determination Liabilities as of the Closing Date, which shall be prepared (A) in a manner that is consistent with the preparation of, and the specific instructions and stipulations contained in, the Preliminary Calculation Statement, and (B) using the same consistently applied accounting principles (with respect to all accounting practices, judgments, methodologies and policies (including policies regarding reserves and accruals, inventory and accounts payable)) that were used in preparing the Preliminary Calculation Statement.
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Final Calculation Statement has the meaning set forth in §2(i).
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Final Calculation Statement shall have the meaning specified in Section 2.2. EXHIBIT A “Final Closing Date Inventory Amount” shall have the meaning set forth in Section 2.2(a)(ii). “Financial Statements” shall have the meaning specified in Section 4.2. “Fraud” shall mean, with respect to a party to this Agreement, an intentional and knowing misrepresentation of material facts with respect to the making of the representations and warranties by such party pursuant to ARTICLE 4 or ARTICLE 5 (as applicable), in each case as determined pursuant to a common law fraud claim brought under the Legal Requirements of the State of Delaware. “General Assignment and Bill of Sale” shall have the meaning specified in Section 3.2(a). “General Enforceability Exceptions” shall have the meaning set forth in Section 4.9(c). “German 613a Business Employee” shall have the meaning set forth in Section 3.1. “Governmental Approval” shall mean any: (a) permit, license, certificate, concession, approval, consent, ratification, permission, clearance, confirmation, exemption, waiver, franchise, certification, designation, rating, registration, variance, qualification, accreditation or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Authority. “Governmental Authority” shall mean any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Entity and any court or other tribunal); (d) multinational organization or body; or (e) individual, Entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, arbitral, regulatory, police, military or taxing authority or power. “HCP” means any Person who is required by a Legal Requirement to be licensed or certified to furnish professional health care services, including physician, pharmacist, registered nurse, licensed practical nurse, advanced practice nurse, nurse practitioner, certified registered nurse practitioner, physician assistant, or therapist. “Healthcare...
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Related to Final Calculation Statement

  • Allocation Statement has the meaning set forth in Section 2.5.

  • Termination statement means an amendment of a financing statement which:

  • Distribution Statement has the meaning set forth in Section 5.02(c) of the Trust Agreement.

  • Final Statement means the statement defined in Sub-Clause 14.11 [Application for Final Payment Certificate].

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

  • Closing Statement has the meaning set forth in Section 2.5(a).

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

  • Payment Date Statement means a report prepared by the Administrator setting forth certain information relating to the Reference Pool, the Notes, the Reference Tranches and the hypothetical structure described in the Offering Memorandum, which will be in such form as is required under the Offering Memorandum and otherwise as agreed upon between the Administrator and the Indenture Trustee.

  • Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.

  • E-Statement means an electronic version of daily confirms, monthly, quarterly or annual statements, and shareholder tax statements created with investor transaction data housed on DST’s TA2000® mutual fund record keeping system, with images available online via a secure web site.

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Final Settlement Statement has the meaning set forth in Section 2.6(b).

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

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

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

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

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

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

  • Distribution Date Statement As defined in Section 4.02(a).

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

  • Rule 482 Statement means a document that contains the number of Securities issued, the offering price and any other items dependent upon the offering price, prepared in accordance with the provisions of Rule 482 of the 1933 Act, a copy of which shall be attached as Schedule D hereto. “Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Rules and Regulations and Rule 3a of the Commission’s Internal and Other Procedures (“Rule 3a”) relating to the payment of filing fees thereof. The Fund, subject to the Registration Statement having been declared effective and the filing of the Prospectus under Rule 497, has taken all required action under the 1933 Act, the 1940 Act, the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and the Rules and Regulations to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.

  • Continuation statement means an amendment of a financing statement which:

  • Remainder Registration Statement has the meaning set forth in Section 2(a).

  • Allocation Schedule has the meaning set forth in Section 2.07.

  • Pick Up Report means the report detailing the number of sleeping rooms per day actually used out of the Program’s room block.