Closing Net Assets Statement definition

Closing Net Assets Statement shall have the meaning set forth in Section 1.7(b).

Closing Net Assets Statement means the Estimated Closing Net Assets Statement, adjusted to reflect final depreciation through the Closing Time, accruals for fixed asset purchases made but not received prior to the Closing Time and, with respect to Seller's shareholders equity in the JV Shares, such adjustments as are necessary to reflect minority shareholders' income.

Closing Net Assets Statement means an unaudited statement of Closing Net Assets that is prepared in accordance with the Accounting Principles and that is in the form of, and in no less detail than, Exhibit F.

Examples of Closing Net Assets Statement in a sentence

• The Independent Accountant shall only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Net Assets Statement and the Statement of Objections, respectively.

• The Independent Accountant shall make a determination as soon as practicable within 30 days (or such other time as the Company and NMHI shall agree in writing) after their engagement, and unless otherwise agreed in writing by the Company and NMHI, the Independent Accountant’s resolution of the Disputed Amounts and their adjustments to the Closing Net Assets Statement and the final amount of Closing Net Assets shall be conclusive and binding on the Parties.

• Buyer shall adjust consistent with this Section 2.08 and deliver to Seller revised Allocation Statements, if necessary, based upon the final Closing Net Assets Statement, and such revised valuation, if any, shall supersede for all purposes the original Allocation Statements.

• From and after the date hereof the Company shall defend, indemnify and hold harmless NMHI and each of its subsidiaries (excluding, for the avoidance of doubt, the Company and the Contributed Companies) from and against all liabilities reflected on the Unaudited Carve-Out Balance Sheet and (without duplication) the Closing Net Assets Statement.

• Key considerations included:• The association’s current financial status.• The program’s alignment with the City’s strategic directions• Impact on the overall community.

• Seller shall pay the Seller Transaction Fees and Purchaser shall pay the Purchaser Transaction Fees; provided, however, that the Companies may pay the Seller Transaction Fees so long as such Seller Transaction Fees are either paid prior to Closing or included in the Final Closing Net Assets Statement.

• If NMHI timely delivers a Statement of Objections, NMHI and the Company shall negotiate in good faith to resolve such objections within 30 days after the delivery of such Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Net Assets Statement, with such changes to the amount of Closing Net Assets as are agreed in writing by NMHI and the Company, shall be final and binding on the Parties for all purposes of this Agreement.

• The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Net Assets Statement, the Closing Working Capital Statement and the Closing Cash Statement, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties.

• The Proposed Closing Net Assets Statement shall be supported by schedules detailing each account in reasonably full detail.

• Within twenty (20) days following the 28 34 Closing Time, Seller shall prepare and deliver to Buyer the Closing Net Assets Statement.

More Definitions of Closing Net Assets Statement

Closing Net Assets Statement has the meaning set forth in Section 2.4(a).

Closing Net Assets Statement as defined in Section 2.4. Code: the Internal Revenue Code of 1986, as amended. Collateral Agreements: the agreements and other documents and instruments described in Sections 5.1.1 and 5.1.4. Consent: any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or 43

Closing Net Assets Statement means (A) the Proposed Closing Net Assets Statement if agreed by Buyer within the Thirty-Day Period, (B) the Proposed Closing Net Assets Statement if Buyer shall have failed to deliver the Objection Notice to Seller within the Thirty-Day Period, (C) a closing net assets statement agreed to between the parties in writing, (D) a closing net assets statement provided for in a Settlement Agreement or (E) the closing net assets statement provided for in the Accountant’s Determination.