Closing Statement definition

Examples of Closing Statement in a sentence

• Neither Acquiror nor the Representative shall have any ex parte conversations or meetings with the Accounting Firm with respect to the Disputed Items, the Closing Statement or any other matters related to this Agreement, without the prior written consent (e-mail is sufficient) of the other Party.

• If Seller fails to deliver such notice during such thirty (30)-day period, the calculations contained in the Closing Statement shall, absent manifest error, be deemed to be final and binding upon the Parties and such amount shall be used for purposes of calculating the adjustment pursuant to Section 3.03(c).

• The Closing Statement shall be prepared (A) applying no minimum materiality limit, and (B) shall be based on facts, circumstances, and information available to Acquiror as of the date on which the Closing Statements are delivered by Acquiror to the Representative with regards to conditions that existed as of immediately prior to the Closing, as applicable, in accordance with the Financial Accounting Standards Board Accounting Standard Codification Topic 855, Subsequent Events.

• Any calculations in the Closing Statement that are not Disputed Items shall be final and binding on and deemed accepted by the Representative.

• In conducting its review, the Independent Accountant shall consider only those items or amounts in the Closing Statement and Purchaser’s calculations of Working Capital, the Working Capital Surplus (if any), and the Working Capital Deficit (if any), which Seller has disputed in the Dispute Notice and that are not resolved in writing during the thirty (30)-day period following delivery of the Dispute Notice.