Closing Statement of Net Assets Clause Samples

Closing Statement of Net Assets. As promptly as practicable, but in any event within 90 calendar days following the Closing, the Purchaser shall deliver to the Seller the Closing Statement of Net Assets, together with the report thereon of the Purchaser's Accountants, stating that the Closing Statement of Net Assets fairly presents the financial position of the Purchased Business (including only the Purchased Assets and the Assumed Liabilities and excluding the Excluded Assets and the Excluded Liabilities) as of the Closing Date prepared on a basis consistent with the preparation of the Reference Statement of Net Assets. The Seller will reasonably cooperate with the Purchaser in connection with the preparation of the Closing Statement of Net Assets, including providing the Purchaser and its representatives, including the Purchaser's Accountants, with such information (financial or other) as may be necessary for the Purchaser to prepare the Closing Statement of Net Assets in accordance with this Section 2.07(a). No later than five Business Days prior to the Closing, the Seller shall take a physical inventory of the Inventory located at the Purchased Distribution Centers and on the Closing Date, the Seller shall take a physical inventory of the Inventory located at the Purchased Stores, each for the purpose of preparing the Closing Statement of Net Assets (together, the "Inventory Determination"), and representatives of the Purchaser shall participate in such Inventory Determination. The Inventory Determination shall be conducted in a manner consistent with the Seller's past practices of inventory determination and valuation in the preparation of the Seller's financial statements. At the conclusion of the Inventory Determination, the Seller shall prepare and deliver to the Purchaser a report consistent with reports customarily prepared by the Seller in connection with its performance of a physical inventory. The parties agree that the out-of-pocket costs of the Inventory Determination shall be borne equally by the Purchaser and the Seller.
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Closing Statement of Net Assets. Within (60) calendar days after the Closing Date, Seller shall prepare, and shall deliver to Purchaser an unaudited balance sheet (the "Closing Statement of Net Assets") of the Business as at the close of business on the fiscal month end immediately preceding the Closing Date. The Closing Statement of Net Assets shall be prepared on a basis consistent with the Reference Statement of Net Assets (as hereinafter defined), using the Seller's Accounting Principles (as hereinafter defined) consistently applied and all books, records and accounts of the Business, shall reflect all reserves, accruals and entries necessary to reserve fully for all liabilities of the Business and shall fairly present the financial position of the Business as of the Closing Date in all material respects. Seller shall certify the Closing Statement of Net Assets as having been prepared in accordance with this Agreement and as presenting accurately the consolidated assets and liabilities of the Business as of the Closing Date. Notwithstanding anything contained herein to the contrary, (i) the Closing Statement of Net Assets shall include all accruals, reserves and other adjustments generally made at year end on the same basis as generally made at year end for items individually in excess of $5,000; and (ii) except to the extent paid at or prior to the Closing, the full amount of any compensation or benefits due to employees of the Business (including, without limitation, salary, incentive compensation, bonuses, deferred compensation, vacation, sick leave, insurance and benefit plan contributions) with regard to services rendered through the Closing Date, regardless of when payable, shall be accrued on the Closing Statement of Net Assets. As of the Closing Date, Seller shall take a complete physical inventory of the inventory owned by the Business. Purchaser (or its representatives) shall have the right to observe such physical inventory and to review the results, work papers and procedures used in conducting such physical inventory.
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Closing Statement of Net Assets. As promptly as practicable, but in any event within one hundred (120) calendar days following the Closing, the Buyer shall deliver to the Sellers’ Representative the Closing Statement of Net Assets.
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Closing Statement of Net Assets. (i) As promptly as practicable, but in any event within 75 days following the Closing Date, the Purchaser shall, in consultation with the Sellers, prepare and deliver to the Sellers (in each case prepared in accordance with GAAP and, to the extent consistent with GAAP, on a basis consistent with and utilizing the historical principles, practices and policies of the Business): (A) an unaudited consolidated statement of net assets of the Business (including reasonably necessary schedules thereto), dated as of the Closing Date (the “Closing Statement of Net Assets”), based solely on the operations of the Business through the Closing Date; (B) a statement of current assets less current Liabilities of the Business, as set forth on the Closing Statement of Net Assets and as adjusted as set forth in Section 2.13(a)(ii) (as so adjusted, “Adjusted Closing Net Current Assets”); and (C) a certificate of the Purchaser’s accountants (the “Purchaser’s Accountants”), stating that the Closing Statement of Net Assets delivered pursuant to Section 2.13(a)(i)(A) and statement of Adjusted Closing Net Current Assets delivered pursuant to Section 2.13(a)(i)(B) were prepared in accordance with this Section 2.13. (ii) Reference Net Current Assets has been calculated and Adjusted Closing Net Current Assets shall be calculated to give effect to the following adjustments: (A) only the line items set forth on Exhibit 2.13(a) shall be taken into account in such calculations; (B) Cure Costs, Excluded Taxes, and all other Excluded Assets and Excluded Liabilities shall be excluded from such calculation, whether or not such items would have otherwise been included pursuant to Section 2.13(a)(ii)(A); and (C) any insurance recoveries with respect to claims made prior to the Closing but with respect to which recoveries have not been received shall be included to the extent consistent with the preparation of Exhibit 2.13(a). (iii) The U.S. Purchaser agrees not to take any action or omit to take any action, and to cause Newco not to take or omit to take any action, on the Closing Date with respect to the U.S. Business that is not in the Ordinary Course of the Business. (iv) The Sellers and their representatives shall be given timely access to the Newco, the Purchaser and the Purchaser’s Accountants, and the books, records, facilities and employees of Newco and the Business, including all supporting documents and work papers used in the preparation of the Closing Statement of Net Assets, as may...
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Closing Statement of Net Assets. As promptly as practicable, but in any event within 60 days following the Closing Date, Deutsche Bank shall deliver to the Purchaser a statement prepared in accordance with the Valuation Principles and U.S. GAAP applied on a basis consistent with the preparation of the Assets and Liability Statement, including the exceptions to U.S. GAAP described in Section 3.07(b), setting forth the Operating Balance Sheet Assets and Operating Balance Sheet Liabilities of the Business as of the Closing (the “Closing Statement of Net Assets”). The Closing Statement of Net Assets shall be accompanied by a report thereon of the Seller’s Accountants setting out the results of certain procedures to be reasonably agreed by the Parties on the balances contained in the Closing Statement of Net Assets. The Purchaser shall provide Deutsche Bank and its representatives with access to the books, records and personnel of the DB Entities, the Purchaser and the Business to the extent necessary to enable Deutsche Bank to prepare the Closing Statement of Net Assets. The Closing Statement of Net Assets shall be accompanied by a description of the adjustments required by the Valuation Principles which were made to arrive at the Closing Statement of Net Assets. For the avoidance of doubt, the Valuation Principles shall take precedence over U.S. GAAP and consistency with the Asset and Liability Statement.
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Related to Closing Statement of Net Assets

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Estimated Closing Statement (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

  • Final Closing Statement (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.

  • Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;