Closing Amount Adjustments Clause Samples

Closing Amount Adjustments. (a) Reference Accounts Statement. Attached hereto as Exhibit C (the "Reference Accounts Statement") is a schedule setting forth the balances of certain asset accounts designated "Asset" in the designations column (the "Asset Accounts") and liability accounts designated "Liability" in the designations column (the "Liability Accounts") of the Company as of March 31, 2007 (the "Reference Date"). The amount by which the sum of the Reference Date balances of the Asset Accounts exceeds the sum of the Reference Date balances of the Liability Accounts is the "Reference Date Amount." For the avoidance of doubt, (i) those accounts designated "N/A" in the Reference Accounts Statement shall not be taken into account for purposes of adjusting the Closing Amount and (ii) no accrued liability for Taxes for which Parent has assumed responsibility for payment pursuant to Sections 7.6(a)(iv) shall be included in any Liability Account.