Closing Net Assets Sample Clauses
Closing Net Assets. As used herein the term “Closing Net Assets” shall mean (a) total assets, namely the sum of cash, net loans, OREO property, net property and equipment, goodwill and other intangibles, and “other” assets of the Company and the Subsidiaries (but excluding fair market value of swap and deferred income of amended swap), as of the close of business on the Closing Date, as determined in accordance with GAAP, applied consistently with the Interim Balance Sheet, but updated for activity through the close of business on the Closing Date, less (b) total Liabilities, including the sum of (i) the W▇▇▇▇ Fargo Facility, (ii) FMB Subdebt, and (iii) accounts payable of the Company and the Subsidiaries, accrued expenses of the Company and the Subsidiaries, insurance payables, dealer reserves and “other” Liabilities due to FMB, in each case as of the close of business on the Closing Date, as determined in accordance with GAAP, applied consistently with the Interim Balance Sheet. A sample calculation of the Closing Net Assets of the Company as of December 31, 2008 is set forth for illustrative purposes on Schedule 2.5 attached hereto.
Closing Net Assets. (a) Within 90 days after the Closing Date, the Purchaser will prepare, or cause to be prepared, and deliver to Pearson (i) an unaudited statement (the “Closing Net Assets Statement”), which shall set forth the Purchaser’s calculation of Net Assets as of the close of business on the Closing Date (“Closing Net Assets”), and (ii) an unaudited statement (the “9/30 Calculation”), which shall set forth the Purchaser’s calculation of Net Assets as of the close of business on September 30, 2006 (the “9/30 Net Assets”). The Closing Net Assets Statement and 9/30 Calculation shall be prepared in accordance with the accounting principles, methodologies and policies used in the preparation of the balance sheet included in the Unaudited Financial Statements, with the components thereof calculated in accordance with IFRS in the manner specified in the second sentence of Section 4.5(b), and, notwithstanding anything to the contrary in this Agreement, the Closing Net Assets and the 9/30 Net Assets shall not reflect (i) any assets currently used by the Business but not reflected on the Financial Statements that are transferred to the Business pursuant to the Permitted Reorganization or (ii) any assets not currently used by the Business but reflected on the Financial Statements that are transferred from the Companies or their Subsidiaries pursuant to the Permitted Reorganization.
(b) Upon receipt from the Purchaser, Pearson shall have 30 days to review the Closing Net Assets Statement and the 9/30 Calculation (the “Review Period”). The Purchaser shall assist, and shall cause the Companies and their Subsidiaries to assist, the Sellers and their respective representatives in their review of the Closing Net Assets Statement and the 9/30 Calculation, shall provide the Sellers and their respective representatives with any information reasonably requested by them and shall give them access, during normal business hours and upon reasonable notice, to the personnel, properties, books and records of the Companies and their Subsidiaries for such purpose. If Pearson disagrees with the Purchaser’s computation of the Closing Net Assets and 9/30 Net Assets, Pearson may, on or prior to the last day of the Review Period, deliver a notice to the Purchaser (the “Notice of Objection”), which sets forth its objection to the Purchaser’s calculation of Closing Net Assets or 9/30 Net Assets, provided, however, that the Notice of Objection shall include only objections based on (i) non-compliance w...
Closing Net Assets. 2, 15 Closing Payment................2, 15 Code...............................2
Closing Net Assets. Section 1.04(a) Code ............................................................Section 2.11(a) Confidentiality Agreement ..........................................Section 5.03 Consent ............................................................Section 2.04 Contract ...........................................................Section 2.04
Closing Net Assets. Establishment of Escrow
Closing Net Assets