Pre-Closing Statements definition
Examples of Pre-Closing Statements in a sentence
The statements of the Estimated Closing Net Working Capital, the Estimated Closing Debt, the Estimated Closing Cash and the Estimated Closing Transaction Expenses are referred to herein collectively as the “Pre-Closing Statements.” The Pre-Closing Statements shall be accompanied by (or include) a certification executed by a senior financial officer of the Company to the effect that the Pre-Closing Statements have been prepared in good faith in accordance with this Section 1.6.
CLOSING 13 SECTION 3.1 Closing 13 SECTION 3.2 Pre-Closing Statements 13 SECTION 3.3 Closing of Company Transfer Books 13 SECTION 3.4 Conveyances at Closing 13 SECTION 3.5 No Liability 14 SECTION 3.6 Exchange Procedures 15 SECTION 3.7 Purchase Price Adjustment 15 SECTION 3.8 Dissenters’ Rights 18 SECTION 3.9 Withholding.
Each of the Pre-Closing Statements shall be prepared in accordance with the Accounting Principles, practices, policies and methodologies used by the relevant party in preparation of its most recent auditor reviewed financial statements for the six months ended June 30, 2018 and shall be accompanied by supporting financial statements, including a balance sheet and income statement.
Except for liabilities (a) reflected or reserved for in the Balance Sheet, (b) set forth in the Disclosure Schedule, (c) accounted for in the Pre-Closing Statements, (d) incurred in the Ordinary Course of Business since the Balance Sheet Date, (e) to another Acquired Company or (f) not required pursuant to GAAP to be reflected or reserved for on a consolidated balance sheet of the Company, none of the Acquired Companies have any liabilities.