Examples of Final Closing Statement of Net Assets in a sentence
Seller's receivables (including accounts receivable, loans receivable and advances) which have arisen in connection with the Business and which are reflected in the September Balance Sheet or will be reflected in the Final Closing Statement of Net Assets, and all such receivables which will have arisen since the date of the Financial Statements, have arisen only from bona fide transactions in the ordinary course of business.
Except as set forth on Schedule 3.13 and net of reserves as reflected in the September Balance Sheet or to be reflected in the Final Closing Statement of Net Assets, (a) Inventories are of such quality as to meet the quality control standards of Seller and any applicable governmental quality control standard and are usable in the ordinary course of business in amounts consistent with past practice, and (b) Inventories that are finished goods are saleable in the ordinary course of business.
Effective as of the Closing Date, Buyer shall assume the liability of Seller in respect of the Transferred Employees for accrued but unpaid salaries, wages, vacation and sick pay and 1998 cash incentive compensation, but only to the extent such liability is accrued or otherwise reflected on the Final Closing Statement of Net Assets.
The term "Final Closing Statement of Net Assets," as hereinafter used, shall mean the definitive Closing Statement of Net Assets agreed to by Seller and Buyer in accordance with Section 2.7(c) or the definitive Closing Statement of Net Assets resulting from the determination made by the Neutral Auditor in accordance with this Section 2.7(d) (in addition to those items theretofore agreed to by Seller and Buyer).
Except as set forth on Schedule 3.13 and net of reserves as reflected in the December Balance Sheet or to be reflected in the Final Closing Statement of Net Assets, (a) Inventories are of such quality as to meet the quality control standards of Seller and any applicable governmental quality control standard and are of such a quality and quantity as to be usable in the ordinary course of business, and (b) Inventories that are finished goods are saleable in the ordinary course of business.
The procedures specified in this Section 2.8 shall be the sole and exclusive procedures for resolution of disputes concerning the adjustments to be made to the Preliminary Closing Statement of Net Assets in order to determine the Final Closing Statement of Net Assets.
Effective as of the Closing Date, Buyer shall assume the liability of Seller in respect of the Transferred Employees for accrued but unpaid salaries, wages, vacation and sick pay and 1998 cash incentive compensation, but only to the extent such liability is accrued as a liability on the Final Closing Statement of Net Assets.
Within five business (5) days following the date on which the Final Closing Statement of Net Assets is determined, either the Buyer will pay the Seller the Positive Purchase Price Adjustment or the Seller will pay the Buyer the Negative Purchase Price Adjustment, in either case, together with interest thereon at the rate of 5.75% per annum from the Closing Date until the date paid (the "PURCHASE PRICE ADJUSTMENT").
Seller's receivables (including accounts receivable, loans receivable and advances) which have arisen in connection with the Business and which are reflected in the December Balance Sheet or will be reflected in the Final Closing Statement of Net Assets, and all such receivables which will have arisen since the date of the Financial Statements, have arisen only from bona fide transactions in the ordinary course of business.
If the parties reach agreement on these adjustments, if any, then the Final Closing Statement of Net Assets shall be prepared by adjusting the Preliminary Closing Statement of Net Assets for the adjustments agreed to in the Seller's Letter and those mutually resolved by the parties.