Preliminary Statement of Net Assets definition

Preliminary Statement of Net Assets means the statement of Net Assets of the Business as of the close of business on the date of the Closing, which shall include the Preliminary Net Working Capital Balance, prepared in good faith by the Seller in consultation with the Seller’s Accountants and certified by an officer of the Seller.
Sample 1Sample 2Sample 3
Preliminary Statement of Net Assets shall have the meaning set forth in Section 2.3(b).
Sample 1Sample 2
Preliminary Statement of Net Assets shall have the meaning set forth in Section 7.1(a) hereof.
Sample 1

Examples of Preliminary Statement of Net Assets in a sentence

  • As promptly as reasonably possible after the Closing Date, but in any event within 30 days thereafter, Purchaser shall prepare and deliver to Seller a statement setting forth the balance sheet for the Business as of the Closing (the "Preliminary Statement of Net Assets") prepared using the same accounting policies, principles, bases and methods and using the same level of prudence as used in the preparation of the Reference Balance Sheet.

  • Preliminary Statement of Net Assets ...................................1.4a 69.

  • The Preliminary Statement of Net Assets, as adjusted pursuant to the agreement of the parties or decision of the Auditor, when final and binding is referred to herein as the "Final Statement of Net Assets".

  • The amounts reflected for accounts receivable and reserves for such accounts receivable of the Acquired Business that are set forth on the Reference Balance Sheet or on the Preliminary Statement of Net Assets are properly reflected in accordance with GAAP.

  • Seller shall provide Purchaser and its independent certified public accountants full access to any information, including work papers of its accountants, and to any employees of Seller and its Affiliates to the extent necessary for Purchaser to prepare the Preliminary Statement of Net Assets.

  • The Preliminary Statement of Net Assets shall be binding and conclusive upon, and deemed accepted by, Buyer unless Buyer shall have notified Seller in writing of any objections thereto consistent with the provisions of this Section 1.4 within 30 days after receipt thereof.

  • The written notice under this Section 1.4(b) shall specify in reasonable detail each item on the Preliminary Statement of Net Assets that Buyer disputes and a summary of Buyer's reasons for such dispute.

  • The Preliminary Statement of Net Assets shall become final and binding upon the parties upon the earlier of (i) the failure by Buyer to object thereto within the period permitted under Section 1.4(b), (ii) the agreement between Buyer and Seller with respect thereto or (iii) the decision by the Auditor with respect to any disputes referred to the Auditor under Section 1.4(c).

  • Such procedures shall not alter the accounting practices, principles and policies to be applied to the Preliminary Statement of Net Assets that will be those required by this Agreement.

  • As soon as reasonably possible after the Closing Date (but not later than 90 days thereafter), Seller will prepare and will cause Seller's auditors to audit a statement of assets, liabilities and net assets (the "Preliminary Statement of Net Assets") of the Acquired Business dated as of the Closing Date and shall deliver the Preliminary Statement of Net Assets to Buyer.

Related to Preliminary Statement of Net Assets

  • Preliminary Statement shall have the meaning set forth in Section 2.3(c).

  • Defined Terms As used herein:

  • REMIC II Subordinated Balance Ratio The ratio among the Uncertificated Balances of each REMIC II Regular Interest ending with the designation “SUB,”, equal to the ratio between, with respect to each such REMIC II Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans or Group II Mortgage Loans, as applicable over (y) the current Certificate Principal Balance of related Class A Certificates.

  • REMIC I Subordinated Balance Ratio The ratio among the Uncertificated Principal Balances of each of the REMIC I Regular Interests ending with the designation "A," equal to the ratio among, with respect to each such REMIC I Regular Interest, the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the Current Principal Amount of the Senior Certificates in the related Group.

  • Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.

  • Section 404 Report means management’s report on “internal control over financial reporting” as defined by the SEC and the related attestation report of the independent certified public accountant as described in Section 3(A)(1).

  • Ancillary state means any state other than a domiciliary state.

  • Lower Tier REMIC Regular Interests Each of the Lower Tier REMIC Interests other than the Class LTR Interest.

  • Preamble Asset Sale Offer"............................................................ 4.06 "Bankruptcy Law".............................................................. 6.01 "Change of Control Offer"..................................................... 4.08 "covenant defeasance option".................................................. 8.01(b) "Custodian"................................................................... 6.01 "Definitive Securities"....................................................... Appendix A "Event of Default"............................................................ 6.01 "Excess Proceeds"............................................................. 4.06 "Exchange Securities"......................................................... Preamble "Global Securities"........................................................... Appendix A "Guaranteed Obligations"...................................................... 10.01 "incorporated provision"...................................................... 11.01 "Initial Securities".......................................................... Preamble "legal defeasance option"..................................................... 8.01(b) "Notice of Default"........................................................... 6.01 "Offer Period"................................................................ 4.06(d) "Original Securities"......................................................... Preamble "Paying Agent"................................................................ 2.04 "protected purchaser"......................................................... 2.08 "Refinancing Indebtedness".................................................... 4.03(b) "Refunding Capital Stock"..................................................... 4.04 "Registration Agreement"...................................................... Appendix A "Registered Exchange Offer"................................................... Appendix A "Registrar"................................................................... 2.04 "Restricted Payment".......................................................... 4.04(a) "Retired Capital Stock"....................................................... 4.04(b) "Securities Custodian"........................................................ Appendix A "Shelf Registration Statement"................................................ Appendix A "Special Redemption".......................................................... 3.07(b) "Special Redemption Date"..................................................... 3.07(b) "Special Redemption Price".................................................... 3.07(b) "Successor Company"........................................................... 5.01(a) "Successor Guarantor"......................................................... 5.01(b)(i) "TRW Automotive Luxembourg"................................................... 4.11(d)

  • Lower-Tier Regular Interest Each of the Class LT-A-1, Class LT-A-2, Class LT-M-1, Class LT-M-2, Class LT-B-1 and Class LT-Accrual Interests as described in the Preliminary Statement.

  • Certain Defined Terms As used in this Agreement, the term "Prospectus" means the applicable Portfolio's prospectus and related statement of additional information, whether in paper format or electronic format, included in the Portfolio's then currently effective registration statement (or post-effective amendment thereto), and any information that we or the Portfolio may issue to you as a supplement to such prospectus or statement of additional information (a "sticker"), all as filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933. 2.

  • Upper-Tier Regular Interest As described in the Preliminary Statement.

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Replacement Reference Rate means a reference rate which is:

  • Lower-Tier Regular Interests The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1), in the Lower-Tier REMIC, designated as the Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LVRR Lower-Tier Regular Interests.

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Lower-Tier REMIC As described in the Preliminary Statement.

  • Corresponding Certificate With respect to each REMIC II Regular Interest (other than REMIC II Regular Interests AA, ZZ and IO), the Certificate with the corresponding designation. With respect to each REMIC III Regular Interest (other than the Class C Interest and the Class IO Interest), the related Certificate representing an ownership therein.

  • Preliminary Report means the communication used for the prompt dissemination of data obtained during the early stages of the investigation;