Examples of Initial Closing Date Statement in a sentence
After the end of the first ninety (90)-day period referred to above, neither Party may introduce additional objections with respect to any item in the Initial Closing Date Statement or increase the amount of any objection, and any item not so identified shall be deemed to be agreed to by the Buyer and the Seller and shall be final and binding upon the Parties.
The Initial Closing Date Statement shall be prepared on a basis consistent with the Agreed Accounting Principles, adjusted for the Business as purchased and this Agreement.
The Buyer agrees that any failure by it to notify the Seller of any such objection prior to the expiration of the ninety (90)-day period immediately following the delivery of the Initial Closing Date Statement by the Seller shall be deemed to be an acceptance by the Buyer of the Initial Closing Date Statement and shall constitute a waiver of any right by the Buyer to dispute such Initial Closing Date Statement for all purposes.
For illustrative purposes only, an example demonstrating the calculation of Closing Date Net Assets, Pre-Closing Capital Expenditure Amount, and Closing Date Funded Indebtedness Amount and a sample Initial Closing Date Statement are set forth on Schedule 1.5.
The Initial Closing Date Statement shall be prepared in accordance with the requirements of this Agreement, including Schedule II hereof, and on a basis consistent with the methodologies, policies, practices, classifications, judgments, estimation techniques, assumptions and principles used in the Financial Statements (to the extent not inconsistent with the requirements of this Agreement and Schedule II hereof, including the definitions herein).
The Initial Closing Date Statement shall be delivered to Parent together with reasonable supporting calculations for each of the foregoing estimates and supporting documentation therefor.
Sellers and Buyer further agree that if any information is not available as of the Initial Closing Date (or Landlord Consent Date with respect to each Assumed Lease) to determine all adjustment and proration calculations, such calculations shall be made using the most recently available information and when such information becomes available, the proration amount shall be adjusted in connection with the Final Initial Closing Date Statement.
Anything to the contrary notwithstanding, Sellers’ Representative will be entitled to retain copies of the work papers and other materials used in preparing the Initial Closing Date Statement.
Buyer shall make available to the Company (upon request following the giving of any objection to the Initial Closing Date Statement) the work papers generated in connection with Buyer's review of the Initial Closing Date Statement.
The Company shall consider in good faith any revisions to the calculations set forth in the Initial Closing Date Statement proposed by Parent, and the Initial Closing Date Statement shall be amended to reflect any revisions agreed upon in writing by Parent and the Company.