Parent Closing Statement definition

Parent Closing Statement has the meaning set forth in Section 1.11(b).

Parent Closing Statement has the meaning specified in Section 2.4(d).

Parent Closing Statement has the meaning set forth in Section 2.5.

Examples of Parent Closing Statement in a sentence

• If the Stockholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Parent Closing Statement and the Post-Closing Adjustment, as the case may be, reflected in the Parent Closing Statement shall be deemed to have been accepted by the Stockholder Representative.

• On or prior to the last day of the Review Period, the Stockholder Representative may object to the Parent Closing Statement by delivering to Parent a written statement setting forth his objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the “Statement of Objections”).

• The Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Parent Closing Statement and the Statement of Objections, respectively.

• After receipt of the Parent Closing Statement, the Stockholder Representative shall have thirty (30) days (the “Review Period”) to review the Parent Closing Statement.

• The actual balance sheet upon which the calculations set forth in the Parent Closing Statement are based shall be prepared in accordance with the Accounting Principles.

• The Independent Accountant shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after its engagement, and its resolution of the Disputed Amounts and any adjustments to the Parent Closing Statement and/or the Post-Closing Adjustment shall be consistent with the Accounting Principles and shall be conclusive and binding upon the parties hereto, absent manifest error.

• If the Stockholder Representative does not deliver a Notice of Dispute to the Parent Closing Statement within thirty (30) calendar days following receipt of the Parent Closing Statement, or accepts the Parent Closing Statement during such period, the Net Merger Consideration will be adjusted as set forth in the Parent Closing Statement.

• The Parent Closing Statement, when prepared and delivered pursuant to Section 2.10(b), was prepared in good faith, in conformity with Parent’s audited financial statements and the books and records of Parent and its Subsidiaries (including the Bulk-Up Subsidiaries) and otherwise in accordance with Schedule 2.10(b), and was true, correct and complete in all material respects as of the date delivered.

• The referral also included information on GN’s detention in April 2012 for robbery.

• SPA Language:The Estimated Closing Statement and the Parent Closing Statement, which set out, among other things, the Closing Cash, the Closing Working Capital, the Closing Indebtedness, and Company Transaction Expenses, shall be prepared in the following order of priority, as provided in the definition of Specified Accounting Principles in the Purchase Agreement:i.

More Definitions of Parent Closing Statement

Parent Closing Statement has the meaning provided in Section 2.10.

Parent Closing Statement. Section 1.2(a) “Parent Disclosure Letter” ARTICLE V

Parent Closing Statement has the meaning set forth in Section 3.04(c)(i).

Parent Closing Statement has the meaning assigned to in it Section 2.10(c).

Parent Closing Statement has the meaning assigned to in it Section 2.7(c). “Parent Indemnified Party” or “Parent Indemnified Parties” has the meaning assigned to it in Section 7.2(a).

Parent Closing Statement. 1.6(a) “Payee” 1.1(e)(ii) “Paying Agent” 1.3(a)(i)