Common use of Closing Statement of Net Assets Clause in Contracts

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.