Closing Net Asset Statement Clause Samples
The Closing Net Asset Statement clause defines the process for preparing and agreeing upon a final statement of a company's net assets at the time of closing a transaction. Typically, this clause outlines the method for calculating net assets, the timeline for preparing and reviewing the statement, and the procedures for resolving any disputes that may arise regarding the figures. Its core practical function is to ensure both parties have a clear, mutually agreed-upon understanding of the company's financial position at closing, thereby preventing future disagreements and facilitating accurate purchase price adjustments.
Closing Net Asset Statement. Within fifteen (15) days after the Closing Date, Seller shall deliver to Buyer a statement of the Assets and Assumed Liabilities as of the close of business at 5:30 PM on the Closing Date (the "Closing Net Asset Statement") which reflects the Net Asset Value as of such date. The Closing Net Asset Statement shall present accurately the financial condition of the Assets and Assumed Liabilities as of the date thereof and shall be prepared in accordance with GAAP applied consistent with past practice and on a basis consistent with the April Net Asset Statement. Buyer and its representatives and accountants shall have the right to participate in and observe the process of the preparation of the Closing Net Asset Statement and shall have such access as Buyer may reasonably request to any books, records, work papers or other information that may be used or useful in preparing the Closing Net Asset Statement and the calculation of the Final Closing Net Asset Value (as defined below).
Closing Net Asset Statement. The Seller shall prepare and --------------------------- deliver to the Buyer within 60 days following the Closing Date, a net asset statement reflecting the combined net assets of the INTOOL Companies (including the Transferred Assets) as of the close of business in each relevant jurisdiction on the Closing Date (the "PRELIMINARY CLOSING NET ASSET STATEMENT"). The Preliminary and Final Closing Net Asset Statements shall be prepared in accordance with the provisions of this (S)
2.5.1. In the event of a conflict or inconsistency between Sections 2.5.1.1 and 2.5.1.2, (S)2.5.1.2 shall take precedence over (S)2.
2.5.1.1. The Preliminary and Final Closing Net Asset Statements shall, except as provided in (S)2.
5.1.2. be prepared in accordance with principles, practices and procedures that are the same as those which were applied by the Target in preparing the Peg Net Asset Statement, and as to assets or Liabilities of a kind or type that were not included in the Peg Net Asset Statement, in accordance with the normal principles, practices and procedures of the Target regarding similar assets or Liabilities and consistent with GAAP.
Closing Net Asset Statement. (a) Preparation and Review of Closing Net Asset Statement. Promptly following the Closing Date, Buyer shall cause to be prepared a net asset statement of the Business as at the opening of business on the Closing Date (the "Closing Net Asset Statement"), which shall be prepared on a basis consistent with those accounting principles and procedures employed in the preparation of the Financial Statements as set forth on Schedule 1.6(a) (the "Applicable Principles"), except that raw materials and components included in Inventories shall be valued at 90% of the fair market value thereof as of the Closing Date, as determined pursuant to Section 1.1(b), and including only those assets purchased and liabilities assumed hereunder. Seller will cooperate with Buyer in Buyer's preparation of the Closing Net Asset Statement and provide full access to those books and records of Seller (if any) not in the possession of Buyer. Buyer will deliver copies of the Closing Net Asset Statement to Seller promptly following the preparation thereof, but in any event within 30 days after the Closing Date. Within 15 days of receipt of the Closing Net Asset Statement, Seller shall propose to Buyer such adjustments (if any) therein as shall in its judgment be required to cause the Closing Net Asset Statement to reflect fairly those items required to be included therein, in accordance with the Applicable Principles. Buyer will cooperate with Seller in Seller's review of the Closing Net Asset Statement and provide full access to those books and records relating to the Business not in Seller's possession.
Closing Net Asset Statement. 7 Code...........................................................................
Closing Net Asset Statement. (i) After the Closing Date, Seller shall prepare, or cause to be prepared, the Net Asset Statement as of the Closing Date (the "Preliminary Closing Net Asset Statement").
Closing Net Asset Statement. As soon as practicable after the Closing, but in any event within 45 days following the Closing Date, Survivor (with the assistance of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, if he accepts employment with the Survivor following the Effective Time) shall deliver to Parent a statement (the "Closing Net Asset Statement") of Survivor's determination of the net assets of the Company as of the Closing. The Closing Net Asset Statement shall be prepared in accordance with generally accepted accounting principles applied on a consistent basis with the Company's historical financial statements ("GAAP") and all assets and liabilities listed in the Closing Net Asset Statement shall be valued based upon GAAP as of such date. The Closing Net Asset Statement shall be prepared as if it were a year-end balance sheet in accordance with GAAP, and shall reflect a pro rata amount of all year-end adjustments and accruals in accordance with GAAP; provided, however, that no accruals for Taxes resulting from the treatment of the merger as a taxable sale of assets shall be made on the Closing Net Asset Statement. Each category of assets and liabilities to be included in the Closing Net Asset Statement will be determined in accordance with the policies described in Schedule 1.9.1(a).