Examples of Final Closing Notice in a sentence
The Independent Accounting Firm will consider only those items and amounts in the Final Closing Notice which Parent, Purchaser and Seller are unable to resolve.
In resolving any disputed item, the Independent Accounting Firm may not assign a higher value to the Closing TTM EBITDA or to the Initial Closing Payment (including the Initial Cash Payment and the Initial Share Issuance) than that contained in the Final Closing Notice, or a lower value to the Closing TTM EBITDA or to the Initial Closing Payment (including the Initial Cash Payment and the Initial Share Issuance) that that contained in the Closing Objection Notice.
If the Buyer and the Sellers are unable to resolve any dispute regarding the Final Closing Preliminary Amounts Schedule within thirty (30) days after the Sellers’ receipt of the Final Closing Notice of Dispute, or such longer period as the Buyer and the Sellers shall mutually agree in writing, such dispute shall be resolved in accordance with Section 2.07(d).
The Final Closing Notice shall be accompanied by sufficient documentation to support the calculations set forth therein as reasonably determined by Parent.
Seller and its accountants will make available to Parent and its accountants all records and work papers used in preparing the calculations for the Final Closing Notice.
If Parent disagrees with any of these calculations, Parent may, within thirty (30) days after receipt of the Final Closing Notice, deliver a notice of objection (a “Closing Objection Notice”) to Seller setting forth Parent’s calculations.
If Parent does not deliver a Closing Objection Notice within such 30-day period, then the Final Closing Notice shall be deemed to be accepted by Parent and Purchaser.
If the Initial Closing Payment in the Final Closing Notice, as agreed upon by the Parties or as determined by the Independent Accounting Firm, is less than the Initial Closing Payment in the Closing Notice, then Seller shall owe and remit to Purchaser an amount of cash under the Initial Cash Payment and to Parent a number of shares of Parent Common Stock, based on the formulas set forth in Sections 2.6(a)(i) and (ii) herein.
Seller, Parent and Purchaser will use reasonable efforts to resolve any disagreements as to the calculations included in the Final Closing Notice but if they do not agree to a final resolution with respect to any disagreement within thirty (30) days after Seller has received the Closing Objection Notice, Seller, Parent and Purchaser will jointly retain an independent accounting firm of recognized national standing (the “Independent Accounting Firm”) to resolve any remaining disagreements.
No later than forty-five (45) days prior to the Final Closing Notice Date, Sellers shall deliver a written notice to Buyer stating that Sellers are prepared to consummate the Final Closing and provide the Seller Financing in connection therewith (such notice, which shall include a data tape of the Additional Properties to be sold pursuant to such Closing, the “Final Closing Notice”; each of the Final Closing Notice and the Second Closing Notice being a “Seller Closing Notice”).