Proposed Closing Statement definition

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

Proposed Closing Statement has the meaning set forth in Section 2(f)(i).

Proposed Closing Statement shall have the meaning given such term in Section 2.3(b).

Examples of Proposed Closing Statement in a sentence

• The date on which the Proposed Closing Statement shall become the Final Closing Statement pursuant to the immediately foregoing sentence is referred to as the “Final Determination Date”.

• During the Review Period and the Resolution Period, each Party and its Representatives (including its accountants) shall be permitted to review the working papers of the other Parties and their accountants relating to the notice of Disputed Items and the Proposed Closing Statement (subject to execution of customary working paper access letters).

• The Independent Accountant shall deliver to the Parties, within such forty-five (45)-day period, a written report setting forth its adjustments, if any, to the Proposed Closing Statement and the calculations supporting such adjustments, and any such adjustments must be within the range of values established for such Disputed Item by Purchaser in the Proposed Closing Statement and by the applicable Parent(s) in the notice of Disputed Items delivered pursuant to Section 2.9(b).

• To the extent any Disputed Items are so resolved in writing by mutual agreement of all Parties within the Resolution Period, then the Proposed Closing Statement, as revised to incorporate such changes as have been agreed between all Parties, shall be conclusive, final and binding upon the Parties as the Final Closing Statement with respect to the items thereon so agreed.

• Absent manifest errors, such report shall be conclusive, final and binding on the Parties and enforceable in a court of law, effective as of the date the Independent Accountant’s written determination is received by the Parties, and the Proposed Closing Statement, as revised to incorporate the Independent Accountant’s resolution of the Disputed Items, shall be conclusive, final and binding upon the Parties as the Final Closing Statement.

More Definitions of Proposed Closing Statement

Proposed Closing Statement has the meaning set forth in Section 2(e)(i).

Proposed Closing Statement shall have the meaning set forth in Section 2.16(b) of this Agreement.

Proposed Closing Statement means: (a) a written statement prepared in accordance with Section 2.06 setting forth Proposed Working Capital, Proposed Closing Debt Amount and Proposed Closing Cash describing in reasonable detail any proposed changes to the Estimated Closing Statement and attaching supporting schedules, working papers and all other relevant details to enable a review by Buyer thereof; or (b) a written statement that Seller proposes no changes to the Estimated Closing Statement, as applicable.

Proposed Closing Statement has the meaning set forth in Section 1.3(b)(i).

Proposed Closing Statement shall have the meaning set forth in Section 2.3(b) hereof.

Proposed Closing Statement is defined in Section 2.7.1.

Proposed Closing Statement is defined in Section 1.04(b).