Closing Statement of Net Assets definition

Closing Statement of Net Assets has the meaning set forth in Section 2.7(b).

Closing Statement of Net Assets means the statement of Net Assets of the Business to be prepared pursuant to Section 2.07(a) and to be dated as of the close of business on the date of the Closing.

Closing Statement of Net Assets means the statement of net assets (including the related notes and schedules thereto) of the Purchased Business to be prepared pursuant to Section 2.07(a) and to be dated as of the Closing.

Examples of Closing Statement of Net Assets in a sentence

• After receipt of the Closing Statement of Net Assets, Buyer shall have thirty (30) days to review it.

• Unless the Buyer delivers written notice to Seller on or prior to the 30th day after receipt of the Closing Statement of Net Assets specifying in reasonable detail all disputed items and the basis therefor, the parties shall be deemed to have accepted and agreed to the Closing Statement of Net Assets.

• The Closing Statement of Net Assets shall not give effect to any purchase accounting treatment arising from Buyer's purchase of the Acquired Assets.

• Concurrent with the delivery of the Closing Statement of Net Assets, Citizens also shall deliver to Parent a statement showing any adjustments to the Statement of Certain Assumed Liabilities and the Base Cash Purchase Price shall be further adjusted to give effect to any such adjustments to the Statement of Certain Assumed Liabilities.

• If Buyer so notifies the Seller of an objection to the Closing Statement of Net Assets, the parties shall, within thirty (30) days following the date of such notice (the "Resolution Period") attempt to resolve their differences and any resolution by them as to any disputed amount shall be final, binding, conclusive and nonappealable for all purposes under this Agreement.

More Definitions of Closing Statement of Net Assets

Closing Statement of Net Assets means a statement which: (a) is prepared by the Buyer with the cooperation and assistance of Sellers, and delivered to Sellers in accordance with the provisions of Section 3.03 hereof; and (b) contains a statement, in balance sheet format, of the amount of the Net Assets (as hereinafter defined) of the Business, determined as of the Closing Date, in accordance with the U.S. generally accepted accounting principles, consistently applied with the past practices of the Sellers.

Closing Statement of Net Assets is defined in Section 1.5 (a)(ii).

Closing Statement of Net Assets means the statement of Net Asset Position of the Company to be prepared in accordance with GAAP applied on a basis consistent with the Reference Statement of Net Assets and to be dated as of the Closing. The Company Debt under the Financing Agreement, the Pavilion Consulting Debt, the Affiliate Debt and the Seller Transaction Expenses shall not be included in any calculation of the Closing Statement of Net Assets or Net Asset Position or taken into account in determining an adjustment, if any, under Section 2.3.

Closing Statement of Net Assets has the meaning set forth in Section 4.4(c)-1 of this Agreement.

Closing Statement of Net Assets shall have the meaning set forth in Section 4(b).

Closing Statement of Net Assets. Within sixty (60) calendar days after the Closing Date, Seller shall prepare, and shall deliver to Purchaser an audited balance sheet (the "Closing Statement of Net Assets") of the Business as at the close of business on the business day immediately preceding the Closing Date, certified by Price Waterhouse. The Closing Statement of Net Assets shall be prepared on a basis consistent with the Reference Statement of Net Assets, which Reference Statement of Net Assets was prepared in accordance with Generally Accepted Accounting Principles ("GAAP"), and otherwise in accordance with Seller's accounting principles set forth on Schedule 8.4 (collectively, "Seller's Accounting Principles"), and shall include an adjusting entry based on the results of a physical inventory, which Purchaser and its representatives shall have the right to observe, taken on August 31, 1998 with respect to European operations and July 26, 1998 with respect to the U.S. operations, and rolled forward in advance of the Closing Date.

Closing Statement of Net Assets has the meaning set forth in Section 2.13(a)(i)(A) of this Agreement.