Customer Asset Value definition
Examples of Customer Asset Value in a sentence
The determinations by the Third Party Accountant as to the items in dispute shall be in writing and shall be binding and conclusive on the parties and shall be so reflected in the Final Balance Sheet and the calculation of Final Customer Asset Value.
Items described in clause (i) of the preceding sentence are referred to herein as "Accrued Liabilities," and items referred to in clause (ii) thereof are referred to herein as "Pre-Paid Items and Receivables." Promptly after its preparation, Seller shall deliver copies of the Proposed Balance Sheet and calculation of Customer Asset Value to Purchaser.
Seller agrees that Purchaser and its accountants may have access to the accounting records of Seller relating to its preparation of the Proposed Balance Sheet and calculation of Customer Asset Value for the purpose of conducting its review.
Any changes in the Proposed Balance Sheet or calculation of Customer Asset Value that are agreed to by Purchaser and Seller within 45 days of the aforementioned delivery of such balance sheet by Seller shall be incorporated into a final balance sheet of the Business as of the close of business on the last day of the month preceding the month in which the Closing Date falls (the "Final Balance Sheet") and a final calculation of Customer Asset Value as of such date (the "Final Customer Asset Value").
In the event that Purchaser and Seller are unable to agree on the manner in which any item or items should be treated in the preparation of the Final Balance Sheet or calculation of Customer Asset Value within such 45-day period, separate written reports of such item or items shall be made in concise form and shall be referred to KPMG Peat Marwick (the "Third Party Accountant").
Following the resolution of all disputed items, Seller shall prepare the Final Balance Sheet and calculation of Final Customer Asset Value and shall deliver copies of such balance sheet and such calculation to Purchaser.
Purchaser shall have the right to review such balance sheet and calculation of Customer Asset Value and comment thereon for a period of 45 days after receipt thereof.
Any transfer of cash or Cash Equivalents required under this Section 2.04 shall be made within ten Business Days of the date of the delivery of the Final Balance Sheet and calculation of Final Customer Asset Value to Purchaser.
The Third Party Accountant shall determine within 14 days the manner in which such item or items shall be treated on the Final Balance Sheet or calculation of Customer Asset Value, as the case may be; PROVIDED, HOWEVER, that the dollar amount of each item in dispute shall be determined between the range of dollar amounts proposed by Seller and Purchaser, respectively.
Such certification shall also set forth Seller's calculation of Customer Asset Value as of the date of the Closing Balance Sheet and shall certify that such calculation was made in accordance with the definition of Customer Asset Value set forth in Section 1.01 hereof.