Common use of Closing Statement of Net Assets Clause in Contracts

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.

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 ’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 ’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 ’s past practices of inventory determination and valuation in the preparation of the Seller's ’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.

Closing Statement of Net Assets. As promptly as practicable, but in any event within 90 calendar Within 30 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 Buyer a report consistent statement of net assets of the Seller as of the close of business on the Closing Date (the "PRELIMINARY CLOSING STATEMENT OF NET ASSETS"). The Preliminary Closing Statement of Net Assets and the final statement of net assets as of Closing as determined in accordance with reports customarily Sections 2.4 through 2.8 (the "FINAL CLOSING STATEMENT OF NET ASSETS") shall be prepared in accordance with the principles, practices and procedures that are the same as those which resulted in the asset and liability values reflected in the statement of net assets dated March 9, 1997, which is attached hereto as Exhibit B (the "PEG STATEMENT OF NET ASSETS") and as to assets or liabilities of a kind or type that were not included in the Peg Statement of Net Assets, in accordance with the normal principles, practices and procedures of the Seller regarding similar assets and liabilities. Notwithstanding the foregoing, the following paragraphs (a) through (i) shall take precedence over such principles, practices and procedures in the preparation of the Preliminary and Final Closing Statements of Net Assets: (a) If any principles, practices or procedures produce asset or liability amounts which are not in compliance with GAAP, the Preliminary and Final Closing Statements of Net Assets shall reflect an adjustment necessary to produce asset or liability amounts which are in compliance with GAAP, subject to paragraphs (b) through (i) below which shall take precedence. (b) The quantities of inventory used to determine the inventory amount to be included in the Preliminary and Final Closing Statements of Net Assets will be based on the results of a physical inventory of the Seller to be taken as of the close of business on the Closing Date in accordance with the normal procedures of the Seller. The physical inventory will be taken by the Seller in connection with (or its performance of a physical inventoryrepresentatives), at the Seller's expense, and observed by the Buyer (or its representatives). The parties agree that physical inventory quantities will be priced utilizing the out-of-pocket same standard costs which were used to determine the inventory amount included in the Peg Statement of Net Assets and, in the case of items which were not on hand as of March 9, 1997, in accordance with the normal procedures of the Inventory Determination Seller. The amount of the reserves for obsolete and slow moving inventory totals $313,621 on the Peg Statement of Net Assets and shall total $350,621 on the Final Closing Statement of Net Assets. (c) The Peg Statement of Net Assets does not, and the Preliminary and Final Closing Statement of Net Assets will not, include any cash, drafts payable, income taxes and deferred taxes. (d) The Preliminary and Final Closing Statement of Net Assets will reflect the real property, building and improvements relating to Seller's facility in Auburn, New York, that are Excluded Assets under Section 1.2(c) at the same amount as reflected on the Peg Statement of Net Assets. (e) Except as provided in paragraphs (c) and (d) above, the Peg Statement of Net Assets does, but the Preliminary and Final Closing Statement of Net Assets will not, include any Excluded Assets and Excluded Liabilities. (f) The Peg Statement of Net Assets includes a reserve for uncollectible accounts receivable of $16,404 and the Preliminary and Final Closing Statements of Net Assets will not include any reserve for uncollectible accounts receivable. (g) A upward Purchase Price Adjustment shall be borne equally made for a decrease in the amount of any payables, reserves or accruals only to the extent the decrease results from actual cash expenditures on or prior to the Closing Date. (h) The Final Closing Statement of Net Assets will exclude the book value of any fixed assets that cannot be located as of Closing based on a fixed asset physical existence test to be conducted by Seller and observed by Buyer. (i) Prepaid expenses and other assets and deferred charges shall only be included on the Purchaser Preliminary and Final Closing Statements of Net Assets if they were included on the Peg Statement of Net Assets and only to the extent of the dollar amount reflected on the Peg Statement of Net Assets. The prepaid expenses and other assets and deferred charges shall be amortized between March 9, 1997 and the Closing Date consistent with prior practice of the Seller.

Closing Statement of Net Assets. As promptly as practicable, but in any event within 90 60 calendar days following the ClosingClosing Date, the Purchaser Seller shall at its expense prepare and deliver to the Seller Purchaser a schedule of specified assets and liabilities of the Business as of the close of business on the day immediately preceding the Closing Date (the "Closing Statement Of Net Assets") prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the September Statement of Net Assets (except that the Closing Statement of Net AssetsAssets will not present the operating leases of the Business in accordance with U.S. GAAP and will exclude the Excluded Assets described in subparagraphs (a), (b) and (c) of the definition of Closing Statement Credits), reflecting only the book value of the Assets and the Assumed Liabilities (as the same shall exist as of the close of business on the day immediately preceding the Closing Date) and eliminating the book value of the Excluded Assets and the Excluded Liabilities (as the same shall exist as of the close of business on the day immediately preceding the Closing Date), together with the (i) a report thereon of the PurchaserSeller's Accountants, 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 at the Closing Date prepared on in accordance with U.S. GAAP (the "Accountant's Report"), and (ii) a basis consistent with the preparation certification of the Reference chief financial officer or chief accounting officer of the Seller to the effect that the Closing Statement of Net AssetsAssets has been prepared in compliance with the requirements *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of this Section 2.7. The Seller Purchaser and the Parent Corporation will reasonably use reasonable commercial efforts to cooperate with in any audit conducted by the Purchaser Seller's Accountants in connection with the preparation of the Closing Statement of Net AssetsAccountant's Report, including but not limited to providing to Seller's Accountants any necessary engagement letters and management representation letters as are customary and appropriate. The specified net assets of the Purchaser and its representatives, including Business as of the Purchaser's Accountants, with such information close of business on the day immediately preceding the Closing Date (financial or otherthe "Closing Net Book Value") shall be calculated as may be necessary for the Purchaser to prepare excess of the book value of the Assets reflected on the Closing Statement of Net Assets in accordance with this Section 2.07(a). No later than five Business Days prior to over the Closing, the Seller shall take a physical inventory book value of the Inventory located at the Purchased Distribution Centers and Assumed Liabilities reflected 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 (togetherAssets; provided, however, that notwithstanding the foregoing, 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 book value of certain Assets will be reflected in the Inventory Determination shall be borne equally by Closing Net Book Value in accordance with the Purchaser and the Sellermethodologies set forth in Section 2.7(a).