Proposed Final Closing Statement definition

Proposed Final Closing Statement shall have the meaning set forth in Section 3.04(b).

Proposed Final Closing Statement is defined in Section 2.12(c).

Proposed Final Closing Statement has the meaning ascribed to it in Section 1.9.

Examples of Proposed Final Closing Statement in a sentence

• The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties.

• Proposed Final Closing Statement and Final Closing Statement 9 Section 3.07.

• PSC and its Representatives shall have reasonable access to the work papers and other materials used by Buyer (or its Representatives) in calculating the amounts set forth in the Proposed Final Closing Statement for purposes of assisting PSC and its Representatives in their review of the Proposed Final Closing Statement.

• In no event shall the decision of the Accounting Firm (i) provide for a calculation of any element of the Purchase Price that is less than the lower calculation thereof shown in the Proposed Final Closing Statement or in the Dispute Notice or greater than the higher calculation thereof shown in the Proposed Final Closing Statement or in the Dispute Notice.

• The Proposed Final Closing Statement (and the proposed final determinations of the Cash on Hand, the Net Working Capital and the Purchase Price reflected thereon) will be final, conclusive and binding on the parties unless PSC provides a written notice (a “Dispute Notice”) to Buyer no later than the forty-fifth (45th) calendar day after the delivery to PSC of the Proposed Final Closing Statement.

More Definitions of Proposed Final Closing Statement

Proposed Final Closing Statement means (a) a written statement setting forth Proposed Final Purchase Price Adjustment, describing in reasonable detail any proposed changes to the Estimated Closing Statement and attaching supporting schedules, working papers and other reasonable details to enable a review by Seller thereof or (b) a written statement that Buyer proposed no changes to the Estimated Closing Statement, as applicable.

Proposed Final Closing Statement means a written statement, prepared in accordance with GAAP and in a manner in accordance and consistent with the Illustrative Closing Statement, setting forth: (i) the Final Net Working Capital Adjustment; (ii) the Final Closing Indebtedness; (iii) the Final Closing Cash; (iv) the Final Transaction Expenses and (v) the Cash Consideration, derived from the foregoing, in each case together with supporting calculations and documentation in a reasonable amount of detail.

Proposed Final Closing Statement has the meaning assigned to such term in Section 2.6(a) of this Agreement.

Proposed Final Closing Statement. Section 3.04(b)

Proposed Final Closing Statement and the amounts set forth thereon, the “Proposed Final Net Worth Amounts”):

Proposed Final Closing Statement is defined in Section 1.5(c). “Publicly Available Software” means each of (i) any Software that contains, or is derived in any manner (in whole or in part) from, any Software that is distributed as free Software, open source Software, copyleft Software, or community Software (e.g., under any license that is, or is substantially similar to, a license now or in the future approved by the Open Source Initiative, including the GNU Affero General Public License, GNU General Public License, GNU Lesser General Public License, BSD License, Apache Software License, MIT License), or pursuant to similar licensing and/or distribution models; and (ii) any Software that requires the Company as a condition of use, modification, hosting and/or distribution of such Software used or developed

Proposed Final Closing Statement means a statement setting forth Purchaser’s calculation of the Purchase Price, including Purchaser’s calculation of each of the Adjustment Items (and each component thereof) in accordance with the Accounting Principles.