Post-Closing Statement definition
Examples of Post-Closing Statement in a sentence
To the extent not in the possession of Buyer, Seller shall provide Buyer and its Representatives reasonable access during normal business hours to such employees and such books and records of Seller and its Affiliates as are reasonably requested by Buyer to allow it and its Representatives to prepare the Post-Closing Statement.
Seller shall be deemed to have agreed with all items and amounts contained in the Post-Closing Statement that are not specifically identified as disputed items in such notice of disagreement.
In no event shall the Disputed Amount, as determined by the Independent Accountants, be more favorable to Buyer than reflected on the Post-Closing Statement prepared by Buyer or more favorable to Seller than shown in the proposed changes delivered by Seller pursuant to its notice of disagreement.
To the extent the actual amount of a Tax shown as due on the Tax Return as filed is ultimately determined to be different from the amount (if any) that was taken into account in the Post-Closing Statement as finally determined pursuant to Section 2.4, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Tax that is allocable to such Party under Section 10.2(a) and this Section 10.3.
The Post-Closing Statement shall become final and binding on Seller and ▇▇▇▇▇ on the forty-fifth (45th) day following the date the Post-Closing Statement is received by Seller, unless prior to such date Seller delivers written notice to Buyer of its disagreement.