Closing Net Asset Statement Clause Samples

The Closing Net Asset Statement clause defines the process for preparing and agreeing upon a final statement of a company's net assets at the time of closing a transaction. Typically, this clause outlines the method for calculating net assets, the timeline for preparing and reviewing the statement, and the procedures for resolving any disputes that may arise regarding the figures. Its core practical function is to ensure both parties have a clear, mutually agreed-upon understanding of the company's financial position at closing, thereby preventing future disagreements and facilitating accurate purchase price adjustments.
Closing Net Asset Statement. Within fifteen (15) days after the Closing Date, Seller shall deliver to Buyer a statement of the Assets and Assumed Liabilities as of the close of business at 5:30 PM on the Closing Date (the "Closing Net Asset Statement") which reflects the Net Asset Value as of such date. The Closing Net Asset Statement shall present accurately the financial condition of the Assets and Assumed Liabilities as of the date thereof and shall be prepared in accordance with GAAP applied consistent with past practice and on a basis consistent with the April Net Asset Statement. Buyer and its representatives and accountants shall have the right to participate in and observe the process of the preparation of the Closing Net Asset Statement and shall have such access as Buyer may reasonably request to any books, records, work papers or other information that may be used or useful in preparing the Closing Net Asset Statement and the calculation of the Final Closing Net Asset Value (as defined below).
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Closing Net Asset Statement. The Seller shall prepare and --------------------------- deliver to the Buyer within 60 days following the Closing Date, a net asset statement reflecting the combined net assets of the INTOOL Companies (including the Transferred Assets) as of the close of business in each relevant jurisdiction on the Closing Date (the "PRELIMINARY CLOSING NET ASSET STATEMENT"). The Preliminary and Final Closing Net Asset Statements shall be prepared in accordance with the provisions of this (S) 2.5.1. In the event of a conflict or inconsistency between Sections 2.5.1.1 and 2.5.1.2, (S)2.5.1.2 shall take precedence over (S)2. 2.5.1.1. The Preliminary and Final Closing Net Asset Statements shall, except as provided in (S)2. 5.1.2. be prepared in accordance with principles, practices and procedures that are the same as those which were applied by the Target in preparing the Peg Net Asset Statement, and as to assets or Liabilities of a kind or type that were not included in the Peg Net Asset Statement, in accordance with the normal principles, practices and procedures of the Target regarding similar assets or Liabilities and consistent with GAAP.
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Closing Net Asset Statement. (a) Preparation and Review of Closing Net Asset Statement. Promptly following the Closing Date, Buyer shall cause to be prepared a net asset statement of the Business as at the opening of business on the Closing Date (the "Closing Net Asset Statement"), which shall be prepared on a basis consistent with those accounting principles and procedures employed in the preparation of the Financial Statements as set forth on Schedule 1.6(a) (the "Applicable Principles"), except that raw materials and components included in Inventories shall be valued at 90% of the fair market value thereof as of the Closing Date, as determined pursuant to Section 1.1(b), and including only those assets purchased and liabilities assumed hereunder. Seller will cooperate with Buyer in Buyer's preparation of the Closing Net Asset Statement and provide full access to those books and records of Seller (if any) not in the possession of Buyer. Buyer will deliver copies of the Closing Net Asset Statement to Seller promptly following the preparation thereof, but in any event within 30 days after the Closing Date. Within 15 days of receipt of the Closing Net Asset Statement, Seller shall propose to Buyer such adjustments (if any) therein as shall in its judgment be required to cause the Closing Net Asset Statement to reflect fairly those items required to be included therein, in accordance with the Applicable Principles. Buyer will cooperate with Seller in Seller's review of the Closing Net Asset Statement and provide full access to those books and records relating to the Business not in Seller's possession.
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Closing Net Asset Statement. 7 Code...........................................................................
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Closing Net Asset Statement. (i) After the Closing Date, Seller shall prepare, or cause to be prepared, the Net Asset Statement as of the Closing Date (the "Preliminary Closing Net Asset Statement").
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Closing Net Asset Statement. As soon as practicable after the Closing, but in any event within 45 days following the Closing Date, Survivor (with the assistance of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, if he accepts employment with the Survivor following the Effective Time) shall deliver to Parent a statement (the "Closing Net Asset Statement") of Survivor's determination of the net assets of the Company as of the Closing. The Closing Net Asset Statement shall be prepared in accordance with generally accepted accounting principles applied on a consistent basis with the Company's historical financial statements ("GAAP") and all assets and liabilities listed in the Closing Net Asset Statement shall be valued based upon GAAP as of such date. The Closing Net Asset Statement shall be prepared as if it were a year-end balance sheet in accordance with GAAP, and shall reflect a pro rata amount of all year-end adjustments and accruals in accordance with GAAP; provided, however, that no accruals for Taxes resulting from the treatment of the merger as a taxable sale of assets shall be made on the Closing Net Asset Statement. Each category of assets and liabilities to be included in the Closing Net Asset Statement will be determined in accordance with the policies described in Schedule 1.9.1(a).
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Related to Closing Net Asset Statement

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • Estimated Closing Statement (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

  • Final Closing Statement (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.

  • Closing Adjustment (A) with the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statement.

  • Allocation Schedule No later than three Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Shares held by each Company Shareholder, the number of Company Shares deemed subject to each Company Award held by each holder thereof, as well as whether each such Company Award will be vested or unvested as of immediately prior to the Closing Date, and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder thereof, and (b) the number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange , and (c) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a) and (b) are, and will be as of immediately prior to the Closing, (i) true and correct in all respects and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws and, in the case of the Company Awards, the Company Incentive Plan and any applicable grant or similar agreement with respect to any such Company Award. The Company will review any comments to the Allocation Schedule provided by CCTS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS or any of its Representatives prior to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section ‎2.1(a) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Share.