Final Closing Adjustment Statement definition

Final Closing Adjustment Statement has the meaning set forth in Section 2.6.

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

Final Closing Adjustment Statement means a balance sheet of Company as of the Effective Time, 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 at the Effective Time.?

Examples of Final Closing Adjustment Statement in a sentence

• The Adjustment Payment shall be the difference, if any, between (x) the value of Business Inventory, as reflected on the Final Closing Adjustment Statement, minus (y) the value of Business Inventory, as reflected on the Estimated Adjustment Statement.

• As soon as practicable after the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to Company the Final Closing Adjustment Statement, which shall include its calculation of the Closing Adjustment based thereon as of the Closing Date.

• The Adjustment Payment will be equal to (i) the Final Purchase Price, as reflected on the Final Closing Adjustment Statement minus (ii) the Closing Estimated Purchase Price.

• The “Adjustment Payment” will be equal to the amount of the Working Capital as reflected on the Final Closing Adjustment Statement, minus the Target Working Capital Amount, minus the amount paid pursuant to Section 3.7(a) if the Estimated Adjustment Payment was paid by Spinco to Burgundy or plus the amount paid pursuant to Section 3.7(a) if the Estimated Adjustment Payment was made by Burgundy to Spinco.

• For the avoidance of doubt, the Final Closing Adjustment Statement (and the components thereof) shall reflect and shall comply with US GAAP.

More Definitions of Final Closing Adjustment Statement

Final Closing Adjustment Statement means Buyer Closing Adjustment Statement as shown in Buyer’s calculation delivered pursuant to Section 1.3(b), if no Objection Notice with respect thereto is duly delivered pursuant to Section 1.3(c); or, if an Objection Notice is delivered, as agreed by Buyer and the Seller Shareholder Representative pursuant to Section 1.3(d) or in the absence of such agreement, as shown in the Independent Accountant Firm’s calculation delivered pursuant to Section 1.3(d); provided that, in no event shall any Final Closing Adjustment Statement reflect an amount less than Buyer’s calculation as set forth in Buyer Closing Adjustment Statement delivered pursuant to Section 1.3(b), or more than the Selling Shareholder’s calculation as set forth in the Shareholder Closing Adjustment Statement delivered pursuant to Section 1.3(c).

Final Closing Adjustment Statement means: (i) the Closing Adjustment Statement if Seller Representative does not deliver an Objection in accordance with Section 3.3(c); (ii) if Seller Representative timely delivers an Objection and all of the Disputed Items are resolved by agreement of the parties, then the Closing Adjustment Statement, as amended, if necessary, to reflect such resolution of all Disputed Items; or (iii) if any Unresolved Items are submitted to the Accountants, then the Closing Adjustment Statement, as amended, if necessary, to reflect any resolution of any Disputed Items by agreement of the parties and the resolution of all Unresolved Items by the Accountants as set forth in the Accountants’ Determination.

Final Closing Adjustment Statement the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.6 to be the “Final Closing Adjustment Items” and each shall be final and binding on all parties to this Agreement and on all Company Equityholders. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.6 may be entered in and enforced by any court having jurisdiction thereover.

Final Closing Adjustment Statement the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 1.07 to be the “Final Closing Adjustment Items” and each shall be final and binding on all parties to this Agreement and on the Seller, unless the Seller timely delivers to the Buyer an Objection Notice in accordance with Section 1.07(c).

Final Closing Adjustment Statement has the meaning assigned to such term in Clause 3.5.3;

Final Closing Adjustment Statement shall be:

Final Closing Adjustment Statement shall be (i) the Preliminary Closing Adjustment Statement in the event that (x) the Buyer's Objection is not delivered to Sellers in the period set forth in this Section 2.04(c), or (y) Sellers and Buyer so agree; or (ii) the Preliminary Closing Adjustment Statement, as adjusted by either (x) the agreement of Sellers and Buyer or (y) the CPA Firm.