Closing Net Worth Statement definition

Closing Net Worth Statement means a Net Worth Statement as of the date of the Closing Statement of Assets and Liabilities as estimated by Seller in good faith in accordance with the Methodologies.

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Closing Net Worth Statement has the meaning set forth in Section 2.3(a).

Closing Net Worth Statement. (a) "Closing Net Worth Statement Date"

Examples of Closing Net Worth Statement in a sentence

• If, in Buyer's judgment, adjustments are necessary for the Seller's Closing Net Worth Statement to be so prepared, Buyer, within the 45-day period, shall notify Seller in writing of its proposed adjustments, including the amount, nature and basis for the adjustments ("Buyer's Letter").

• If the Seller does not deliver a Seller's Letter to the Buyer within such 30-day period, the Seller's Closing Net Worth Statement, as adjusted by the Buyer's proposed adjustments set forth in Buyer's Letter, shall be determinative of the Closing Net Worth.

• Seller shall prepare and --------------------------- deliver to Buyer within 45 days following the Closing Date a statement (the "Seller's Closing Net Worth Statement") reflecting the Sellers' determination of the Closing Net Worth.

• If the provisions of Section 2.08 -------------------- become operative, then the arbitrator shall be furnished with a copy of this Agreement, any amendments hereto, the Seller's Closing Net Worth Statement, Buyer's Letter, Seller's Letter and the Interim Balance Sheet.

• In the event that Seller delivers a ----------------- Seller's Letter to Buyer pursuant to Section 2.06, the Sellers' Closing Net Worth Statement prepared by Seller pursuant to Section 2.04 will be modified by any adjustments set forth in Buyer's Letter and not objected to in Seller's Letter, agreed to by the Parties pursuant to Section 2.07 or determined by the Arbitrator pursuant to Section 2.10.

• If the Buyer does not deliver a Buyer's Letter to the Seller within such 45-day period, the Seller's Closing Net Worth Statement shall be determinative of the Closing Net Worth.

• In preparing and reviewing the Seller's Closing Net ------ Worth Statement and in conducting the reviews by any party and the arbitrator, all Parties will grant the others and the arbitrator all reasonable access to the records of the Company and auditor workpapers, prepared with respect to the Seller's Closing Net Worth Statement, Buyer's review thereof and Seller's review of the Buyer's Letter.

• The Buyer will have 45 days following -------------- receipt of Seller's Closing Net Worth Statement from the Seller to review such statement and to determine if, in Buyer's judgment, it has been prepared in accordance with Section 2.04.

• The Seller's Closing Net Worth Statement after any and all such adjustments shall be determinative of the Closing Net Worth.

• The Seller further acknowledges and agrees that the Buyer is not a successor employer and assumes no liability with respect to matters arising prior to Closing for workers compensation claims, liabilities or obligations with respect to the Seller's employees, except those matters included on the Closing Net Worth Statement.

More Definitions of Closing Net Worth Statement

Closing Net Worth Statement has the meaning ascribed to such term in Section 4.3(a).

Closing Net Worth Statement has the meaning ascribed thereto in Section 2.16(a) of this Agreement.

Closing Net Worth Statement has the meaning set forth in Section 2.3(a). “Closing Purchase Price” has the meaning set forth in Section 2.1(b).