Final Closing Statement definition

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

Final Closing Statement means a final closing statement, prepared by Seller in accordance with the accounting policies used in preparing the Draft Closing Statement, on or before the thirtieth (30th) calendar day following the Closing Date setting forth both the Purchase Price, the Adjusted Payment Amount and the prorated Items of proration set forth in Section 3.4.

Final Closing Statement. Shall have the meaning given to it in Section 7.1(m).

Examples of Final Closing Statement in a sentence

• If the Seller disagrees with the Buyer’s calculations set forth in the Final Closing Statement, then the Seller may, within thirty (30) days after delivery of the Final Closing Statement, notify the Buyer of such disagreement in writing setting forth the Seller’s calculation of the disputed amounts in reasonable detail, and the Seller and the Buyer shall, during the following twenty (20) days, use their reasonable best efforts to reach agreement on the disputed items or amounts.

• The Referee shall deliver to the Buyer and the Seller, as promptly as practicable (and in any event within sixty (60) days of the engagement of such accounting firm), a report setting forth calculations of any disputed calculations set forth on the Final Closing Statement, which calculations shall be final, conclusive and binding upon the parties hereto.

• In making such calculations, the Referee shall consider only those items or amounts in the Final Closing Statement as to which the parties have disagreed.

• Notwithstanding the foregoing, the prohibitions described in clauses (b), (c) and (d) of the preceding sentence shall not apply, and shall have no force or effect, after the Final Closing Statement becomes final and binding.

More Definitions of Final Closing Statement

Final Closing Statement is defined in Section 2.6(a).

Final Closing Statement means the revised Closing Statement described in Section 3.4(a), as prepared by Seller and as may be subsequently adjusted to reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to the Closing Statement Arbitrator, the Closing Statement issued by the Closing Statement Arbitrator.

Final Closing Statement means the Preliminary Closing Statement as finally determined pursuant to Section 2.12.

Final Closing Statement has the meaning assigned to that term in Section 3.4(c) of this Agreement.

Final Closing Statement as used in this Agreement, will mean the definitive Closing Statement accepted by Sacramone or agreed to by Sacramone, on behalf of the Sellers, and the Buyer or the definitive Closing Statement resulting from the determinations made by the Independent Accounting Firm in accordance with this Section 2.3(b) (in addition to those items accepted by Sacramone or agreed to by Sacramone, on behalf of the Sellers, and the Buyer).

Final Closing Statement has the meaning given to such term in Section 2.09(f).

Final Closing Statement shall be (i) in the event that no Notice of Adjustment Disagreement is delivered by the Stockholder Representative to Parent prior to the expiration of the Adjustment Review Period, the Post-Closing Statement delivered by Parent to the Stockholder Representative pursuant to Section 2.9(b), (ii) in the event that a Notice of Adjustment Disagreement is delivered by the Stockholder Representative to Parent prior to the expiration of the Adjustment Review Period and Parent and the Stockholder Representative are able to agree on all matters set forth in such Notice of Adjustment Disagreement, the Post-Closing Statement delivered by Parent to the Stockholder Representative pursuant to Section 2.9(b) as adjusted pursuant to the written agreement executed and delivered by Parent and the Stockholder Representative or (iii) in the event that a Notice of Adjustment Disagreement is delivered by the Stockholder Representative to Parent prior to the expiration of the Adjustment Review Period and Parent and the Stockholder Representative are unable to agree on all matters set forth in such Notice of Adjustment Disagreement, the Post-Closing Statement delivered by Parent to the Stockholder Representative pursuant to Section 2.9(b) as adjusted by the Independent Accountant to be consistent with the Resolved Matters and the final determination of the Independent Accountant of the Unresolved Matters in accordance with Section 2.9(b). The date on which the Final Closing Statement is finally determined in accordance with this Section 2.9(c) is hereinafter referred to as the “Determination Date.” The Final Closing Statement and all amounts set forth therein shall be final and binding upon the parties hereto and the Company Indemnitors for all purposes under this Agreement.