Examples of Final Closing Date Balance Sheets in a sentence
In connection with the preparation of the Final Closing Statement and the determination of the Purchase Price pursuant to Section 2.13(b), (i) the Final Adjusted Net Working Capital and Cash shall be determined based on the Final Closing Date Balance Sheets, (ii) the amount of any Indebtedness shall be determined based on the outstanding Indebtedness on the Closing Date and (iii) the amount of any Assumed Clinic Debt shall equal the principal amount thereof plus any accrued interest on the Closing Date.
The Final Closing Date Balance Sheets shall be prepared in a manner consistent with the preparation of the Closing Date Balance Sheets; provided, however, that any accounts receivable reflected in the Closing Date Balance Sheets will be disregarded for purposes of the Final Closing Date Balance Sheets to the extent such accounts receivable remain uncollected 120 days following the Closing.
During the 30-day period immediately following the Sellers’ Representative’s receipt of the Final Closing Date Balance Sheets, the Sellers’ Representative, at its sole cost and expense, shall be permitted to review the Buyer’s working papers related to the preparation and determination of the Final Closing Date Balance Sheets.
The decision of the Independent Accountant will be final and binding for all purposes of this Agreement and the Closing Statement and Final Closing Date Balance Sheets will be revised, if necessary, to reflect such decision and thereupon will be final and binding for all purposes of this Agreement.
The decision of the Independent Accountant shall be final and binding for all purposes of this Agreement and the Final Closing Date Balance Sheets or the Final CapEx Reimbursement Schedule (as applicable) shall be revised, if necessary, to reflect such decision and thereupon shall be final and binding for all purposes of this Agreement.
If Sellers’ Representative fails to timely deliver a PP Dispute Notice prior to the expiration of the Dispute Period, the Closing Statement and the Final Closing Date Balance Sheets provided by Buyer shall be conclusive and binding upon the Parties.
If at any time the Agent and the Buyer Parties resolve their dispute, then notwithstanding the preceding provisions of this Section 3.2(b), the Independent Accountant’s involvement promptly shall be discontinued and the Final Closing Date Balance Sheets or the Final CapEx Reimbursement Schedule (as applicable) shall be revised, if necessary, to reflect such resolution and thereupon shall be final and binding for all purposes of this Agreement.