Closing Statement of Net Assets Sample Clauses

Closing Statement of Net Assets. As promptly as practicable, but in any event within 90 calendar days following the Closing, the Purchaser shall deliver to the Seller the Closing Statement of Net Assets, together with the report thereon of the Purchaser's Accountants, stating that the Closing Statement of Net Assets fairly presents the financial position of the Purchased Business (including only the Purchased Assets and the Assumed Liabilities and excluding the Excluded Assets and the Excluded Liabilities) as of the Closing Date prepared on a basis consistent with the preparation of the Reference Statement of Net Assets. The Seller will reasonably cooperate with the Purchaser in connection with the preparation of the Closing Statement of Net Assets, including providing the Purchaser and its representatives, including the Purchaser's Accountants, with such information (financial or other) as may be necessary for the Purchaser to prepare the Closing Statement of Net Assets in accordance with this Section 2.07(a). No later than five Business Days prior to the Closing, the Seller shall take a physical inventory of the Inventory located at the Purchased Distribution Centers and on the Closing Date, the Seller shall take a physical inventory of the Inventory located at the Purchased Stores, each for the purpose of preparing the Closing Statement of Net Assets (together, the "Inventory Determination"), and representatives of the Purchaser shall participate in such Inventory Determination. The Inventory Determination shall be conducted in a manner consistent with the Seller's past practices of inventory determination and valuation in the preparation of the Seller's financial statements. At the conclusion of the Inventory Determination, the Seller shall prepare and deliver to the Purchaser a report consistent with reports customarily prepared by the Seller in connection with its performance of a physical inventory. The parties agree that the out-of-pocket costs of the Inventory Determination shall be borne equally by the Purchaser and the Seller.
Sample 1
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Closing Statement of Net Assets. Within (60) calendar days after the Closing Date, Seller shall prepare, and shall deliver to Purchaser an unaudited balance sheet (the "Closing Statement of Net Assets") of the Business as at the close of business on the fiscal month end immediately preceding the Closing Date. The Closing Statement of Net Assets shall be prepared on a basis consistent with the Reference Statement of Net Assets (as hereinafter defined), using the Seller's Accounting Principles (as hereinafter defined) consistently applied and all books, records and accounts of the Business, shall reflect all reserves, accruals and entries necessary to reserve fully for all liabilities of the Business and shall fairly present the financial position of the Business as of the Closing Date in all material respects. Seller shall certify the Closing Statement of Net Assets as having been prepared in accordance with this Agreement and as presenting accurately the consolidated assets and liabilities of the Business as of the Closing Date. Notwithstanding anything contained herein to the contrary, (i) the Closing Statement of Net Assets shall include all accruals, reserves and other adjustments generally made at year end on the same basis as generally made at year end for items individually in excess of $5,000; and (ii) except to the extent paid at or prior to the Closing, the full amount of any compensation or benefits due to employees of the Business (including, without limitation, salary, incentive compensation, bonuses, deferred compensation, vacation, sick leave, insurance and benefit plan contributions) with regard to services rendered through the Closing Date, regardless of when payable, shall be accrued on the Closing Statement of Net Assets. As of the Closing Date, Seller shall take a complete physical inventory of the inventory owned by the Business. Purchaser (or its representatives) shall have the right to observe such physical inventory and to review the results, work papers and procedures used in conducting such physical inventory.
Sample 1Sample 2
Closing Statement of Net Assets. As promptly as practicable, but in any event within one hundred (120) calendar days following the Closing, the Buyer shall deliver to the Sellers’ Representative the Closing Statement of Net Assets.
Sample 1
Closing Statement of Net Assets. Within 30 days following the Closing Date, the Seller shall prepare and deliver to the Buyer a statement of net assets of the Seller as of the close of business on the Closing Date (the "PRELIMINARY CLOSING STATEMENT OF NET ASSETS"). The Preliminary Closing Statement of Net Assets and the final statement of net assets as of Closing as determined in accordance with Sections 2.4 through 2.8 (the "FINAL CLOSING STATEMENT OF NET ASSETS") shall be prepared in accordance with the principles, practices and procedures that are the same as those which resulted in the asset and liability values reflected in the statement of net assets dated March 9, 1997, which is attached hereto as Exhibit B (the "PEG STATEMENT OF NET ASSETS") and as to assets or liabilities of a kind or type that were not included in the Peg Statement of Net Assets, in accordance with the normal principles, practices and procedures of the Seller regarding similar assets and liabilities. Notwithstanding the foregoing, the following paragraphs (a) through (i) shall take precedence over such principles, practices and procedures in the preparation of the Preliminary and Final Closing Statements of Net Assets:
Sample 1
Closing Statement of Net Assets. As promptly as practicable, but in any event within 60 days following the Closing Date, Deutsche Bank shall deliver to the Purchaser a statement prepared in accordance with the Valuation Principles and U.S. GAAP applied on a basis consistent with the preparation of the Assets and Liability Statement, including the exceptions to U.S. GAAP described in Section 3.07(b), setting forth the Operating Balance Sheet Assets and Operating Balance Sheet Liabilities of the Business as of the Closing (the “Closing Statement of Net Assets”). The Closing Statement of Net Assets shall be accompanied by a report thereon of the Seller’s Accountants setting out the results of certain procedures to be reasonably agreed by the Parties on the balances contained in the Closing Statement of Net Assets. The Purchaser shall provide Deutsche Bank and its representatives with access to the books, records and personnel of the DB Entities, the Purchaser and the Business to the extent necessary to enable Deutsche Bank to prepare the Closing Statement of Net Assets. The Closing Statement of Net Assets shall be accompanied by a description of the adjustments required by the Valuation Principles which were made to arrive at the Closing Statement of Net Assets. For the avoidance of doubt, the Valuation Principles shall take precedence over U.S. GAAP and consistency with the Asset and Liability Statement.
Sample 1
Closing Statement of Net Assets. (i) As promptly as practicable, but in any event within 75 days following the Closing Date, the Purchaser shall, in consultation with the Sellers, prepare and deliver to the Sellers (in each case prepared in accordance with GAAP and, to the extent consistent with GAAP, on a basis consistent with and utilizing the historical principles, practices and policies of the Business):
Sample 1

Related to Closing Statement of Net Assets

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

  • Final Closing Statement Within ninety (90) days following the Closing Date, Parent shall deliver to the Holder Representative a statement (the “Closing Statement” and, in its final and binding form as determined below, the “Final Closing Statement”) setting forth the Closing Consideration and each component thereof as of immediately prior to the Closing, including final determinations as to the amounts of (A) the Company Cash, (B) the Funded Debt and (C) the Closing Net Working Capital. The Final Closing Statement and the components thereof shall be prepared in accordance with the Agreed Accounting Principles. The Holder Representative shall cooperate as reasonably requested in connection with the preparation of the Closing Statement. During the thirty (30)-day period immediately following the Holder Representative’s receipt of the Closing Statement, the Holder Representative shall be permitted to review Parent’s working papers related to the preparation of the Closing Statement and determination of the Closing Consideration and the components thereof. The Closing Statement shall become final and binding upon the parties upon the earlier of (x) thirty (30) days following the Holder Representative’s receipt thereof, unless the Holder Representative shall give written notice of its disagreement (a “Notice of Disagreement”) to Parent prior to such date and (y) the date that the Holder Representative notifies Parent of its acceptance thereof. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. The Closing Statement shall become final and binding upon the resolution in writing of all disagreements the parties may have with respect thereto (whether by the written agreement of the parties or pursuant to the arbitration provisions set forth below). During the thirty (30) days following delivery of a Notice of Disagreement, Parent and the Holder Representative shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Parent and its agents and Representatives shall be permitted to review the Holder Representative’s and its Representatives’ working papers relating to the Notice of Disagreement. If, at the end of the thirty (30)-day period referred to above, the matters in dispute have not been fully resolved, then the parties shall submit to Ernst & Young LLP (or such other mutually agreed independent accountants of nationally recognized standing) (any such accounting firm, the “Accounting Firm”) for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Closing Consideration and the components thereof to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. The parties will reasonably cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm shall be provided reasonable access to the books, records and other relevant information of the Company, Parent and the Holder Representative to the extent necessary to calculate the Closing Consideration. In resolving any matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand, or less than the smallest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand. The Accounting Firm’s determination shall be based solely on presentations by Parent and the Holder Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Absent fraud committed by the Accounting Firm or manifest error (as to which Parent and the Holder Representative mutually agree), the Closing Statement and the determination of the Closing Consideration and the components thereof shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The Accounting Firm shall act as an expert and not as an arbitrator to determine solely the matters in dispute based solely on the submissions and responses of Parent, on the one hand, and the Holder Representative, on the other hand. The Accounting Firm shall allocate its costs and expenses between Parent and the Holder Representative, on behalf of the Holders, based upon the percentage of the contested amount submitted to the Accounting Firm that is ultimately awarded to Parent, on the one hand, or the Holder Representative on behalf of the Holders, on the other hand, such that Parent bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Holders and the Holders bear a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Parent (such amount payable by the Holder Representative on behalf of the Holders to be deducted from the Purchase Price Adjustment Holdback and retained by Parent in accordance with Section 4.1(c)(ii)).

  • Preliminary Closing Statement At least three (3) Business Days prior to the Closing Date, Escrow Agent shall prepare and submit to each of Buyer and the Seller Parties preliminary Closing statements, showing the Parties’ respective amounts of Closing costs, the Deposit, the net credit due to the Seller Parties or Buyer under Section 2.5 and the net amount of funds required to be deposited by Buyer in order to effect Closing hereunder.

  • Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;

  • Property Cash Flow Allocation (a) During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

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