Closing Net Assets Statement Clause Samples

Closing Net Assets Statement. (i) Within 90 days after the Closing Date, Buyer will prepare and deliver to Seller a statement (the “Closing Net Assets Statement”) setting forth the amount of Assets and the amount of Assumed Liabilities which, in accordance with GAAP, would be set forth on a balance sheet of the Business operating on a stand-alone basis, in each case as of the Effective Time. The amounts set forth on the Closing Net Assets Statement will be determined utilizing the accounting principles, policies, practices and procedures set forth on Schedule 4.1(b)(i) and, with respect to matters not set forth on Schedule 4.1(b)(i), utilizing GAAP applied on a consistent basis with the Balance Sheet. The amount of Assets shown on the Closing Net Assets Statement minus the amount of Assumed Liabilities shown thereon is referred to herein as “Net Assets”. Anything contained herein to the contrary notwithstanding, the amounts set forth on the Closing Net Assets Statement will not reflect any purchase accounting adjustments as a result of the acquisition of the Assets or the assumption of the Assumed Liabilities by Buyer. No amount with respect to Taxes shall be treated as an Assumed Liability for purposes of determining Net Assets. Buyer will retain (at Buyer’s sole expense) Deloitte & Touche LLP (“D&T”) to audit the Closing Net Assets Statement and to render their report thereon stating that the Closing Net Assets Statement has been prepared in accordance with the terms of this Section 4.1(b)(i). Such report of D&T will be delivered to Seller together with the Closing Net Assets Statement. The date on which the Closing Net Assets Statement and the report thereon of D&T are delivered to Seller is referred to herein as the “Delivery Date”. Seller will cause its employees and the employees of Seller Subsidiary to provide reasonable assistance to Buyer and its Representatives in the preparation of the Closing Net Assets Statement and to provide reasonable assistance to D&T in connection with their audit of the Closing Net Assets Statement and their issuance of a report thereon, provided such assistance will not interfere with the normal work duties of such employees. Seller will cause Buyer, Buyer’s Representatives and D&T to be provided with reasonable access at all reasonable times, following reasonable notice, to the personnel, properties, books and records of Seller and Seller Subsidiary to the extent necessary for such purposes. Without limiting the generality of the foregoing, Seller ...