Closing Statement of Assets and Liabilities definition

Closing Statement of Assets and Liabilities has the meaning set forth in Section 2.4(2).

Closing Statement of Assets and Liabilities means the Statement of Assets and Liabilities of the Business (excluding the Seller Subsidiaries) as of the last day of the month immediately preceding the month in which the Effective Date falls, as estimated by Seller in good faith in accordance with the Methodologies.

Closing Statement of Assets and Liabilities has the meaning set forth in Section 4.2(a). <PAGE> 3

Examples of Closing Statement of Assets and Liabilities in a sentence

• The Closing Statement of Assets and Liabilities shall, in respect of the Aggregate Asset Amount, reflect the results of each of the physical counts of the Assets in respect of each Facility and the Design Operations, as the case may be, as contemplated in this Section 2.4(1).

• The Independent Accountant will only consider those items and amounts set forth in the Closing Statement of Assets and Liabilities as to which the Purchaser and the Seller have disagreed within the time periods and on the terms specified above, and must resolve the matter in accordance with the terms and provisions of this Agreement.

• The Estimated Purchase Price is subject to post-Closing adjustment as provided in Section 2(g) based upon the Final Closing Statement of Assets and Liabilities.

• Not later than 60 days following the Closing, Seller shall cause to be prepared a Final Closing Statement of Assets and Liabilities as modified and limited by Section 2(f) and Section 5(a) hereof and prepared in accordance with GAAP consistently applied and on a basis consistent with the preparation of the Preliminary Closing Statement of Assets and Liabilities, and Seller shall calculate the Purchase Price based upon the Final Closing Statement of Assets and Liabilities.

• If the Purchaser determines that the Closing Statement of Assets and Liabilities (a) does not fairly present any items on such Closing Statement of Assets and Liabilities or reflects a value for any assets or liabilities that does not conform to the terms of Section 1.1(79) or includes any Excluded Assets or Excluded Liabilities, or excludes any Assets or Assumed Liabilities, the Purchaser shall have the right to propose any adjustment thereto within such sixty (60) day period.

• Similarly, a disagreement by the Purchaser does not provide any right to the Seller to introduce any changes to the Closing Statement of Assets and Liabilities not directly related to the disputed item.

• After the end of such sixty (60) day period, the Purchaser may not introduce additional disagreements with respect to any item in the Closing Statement of Assets and Liabilities or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by the Purchaser and will be final and binding upon the Parties.

• The Purchase Price will be calculated by Seller on a preliminary basis (the "Estimated Purchase Price") at Closing based on the Preliminary Closing Statement of Assets and Liabilities which shall be provided to Buyer five (5) days prior to the Closing.

• If the value of the Facility/Design Closing Net Assets Value set forth on the Closing Statement of Assets and Liabilities, as finally determined pursuant to Section 2.4(3), is less than the Estimated Net Assets Value, the Purchase Price shall be decreased dollar for dollar by the amount of such deficit and the Seller shall pay (as noted below in this Section 2.4(4)) to the Purchaser the amount of such deficit.

• To the extent that a disagreement relates to an error in the Closing Statement of Assets and Liabilities and a similar error also exists in the Facility/Design Net Asset Statement, then, to the extent that such disagreement is determined to be an error, the error in the Closing Statement of Assets and Liabilities and the error in the Facility/Design Net Asset Statement shall both be corrected in determining the adjustment under Section 2.4(4).

More Definitions of Closing Statement of Assets and Liabilities

Closing Statement of Assets and Liabilities shall have the meaning ------------------------------------------- ascribed to such term in Section 3.2(a). "Closing Statement of Net Assets" shall have the meaning ascribed to ------------------------------- such term in Section 3.2(b).

Closing Statement of Assets and Liabilities shall (x) fairly present the consolidated assets and liabilities of the Business as at the close of business on the Closing Date, (y) include line items substantially consistent with those in the Statement of Assets and Liabilities, and (z) be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Statement of Assets and Liabilities. The “Closing Working Capital Statement” shall (x) fairly present the asset and liability accounts of the Business presented therein as at the close of business on the Closing Date, (y) include line items and adjustments consistent with those in the calculation of the Base Working Capital, and (z) be prepared in accordance with accounting policies and practices consistent with those used in the calculation of the Base Working Capital.