Net Asset Statement Clause Samples
A Net Asset Statement clause defines the requirement for a formal statement detailing the total assets minus liabilities of a party, typically at a specific date. In practice, this clause may require a company to provide a certified or audited summary of its net assets, often as part of financial reporting or compliance with loan covenants. Its core function is to provide transparency and assurance regarding the financial position of a party, helping stakeholders assess solvency and financial health.
POPULAR SAMPLE Copied 1 times
Net Asset Statement. 1. The Net Asset Statement shall be prepared by the Seller (with the assistance of the Seller’s Accountants) (i) in accordance with the provisions of this Schedule and (ii) in the form set out in Appendix 1 to this Schedule.
2. The Purchaser will procure that all the units of the MGT/IST Business which have been effectively transferred at the Completion Date and which have been assigned CARAT codes complete in respect of the period ended on the Net Assets Date and deliver to the Seller within 30 Business Days of the Net Assets Date:
(a) their full CARAT reporting packs and supporting files as though the Net Assets Date were a financial year end subject to audit (for the avoidance of doubt, this means that complete year end closing procedures have to be performed); and
(b) the Schedule 2 Report.
(c) To the extent any units effectively transferred have not been assigned CARAT codes, the Purchaser will procure with assistance by Seller (as and when needed) that those units provide as far as possible and relevant the equivalent information within the same time period.
3. The Purchaser will procure that the MGT/IST Business provides full and free access (including the right to take copies of any relevant documents or other information and any such copies will belong to the Seller) during usual business hours to the books, accounts, records, assets and personnel of the relevant entities to the Seller and the Seller’s Accountants to enable the Seller to prepare the Net Asset Statement.
4. Within 45 Business Days of the date of delivery by the Purchaser to the Seller of all of the information in accordance with paragraph 2 above, the Seller shall provide a draft Net Asset Statement to the Purchaser.
5. Immediately after delivery of the draft Net Asset Statement, the Purchaser and Purchaser’s Accountants shall have the right to review the draft Net Asset Statement and shall be given access to all relevant working papers underlying the Net Asset Statement.
6. Within 30 Business Days of the delivery to the Purchaser of the draft Net Asset Statement, the Purchaser shall either confirm its agreement regarding the Net Asset Statement or give to the Seller a Notice of Disagreement. Any items in respect of which the Purchaser does not give such notice within such period will be deemed to have been accepted by the Purchaser and such items shall be deemed to have been agreed between the Seller and the Purchaser for the purposes of the Net Asset Statement. The provisions of ...
Net Asset Statement. The Seller shall procure that as soon as practicable following Closing (but in any event no later than 15 Business Days following Closing) there shall be drawn up a draft of the Net Asset Statement as at 3 July 2005 (the “Draft Net Asset Statement”) in accordance with Annex 8. The Purchaser undertakes to promptly give the Seller such information and access to such persons as the Seller may reasonably require in respect of drawing up the Draft Net Asset Statement.
Net Asset Statement. The Transferee shall procure that, as soon as practicable and in any event not later than two months following the Transfer Date, there shall be drawn up a statement showing a true and fair view of the aggregate of the amount of each separate asset and liability of the Transferring Assets and Liabilities as at the Transfer Date.
Net Asset Statement. 1.1 The Seller shall prepare and deliver to the Purchaser a draft of the Net Asset Statement (“Draft Net Asset Statement”) within 60 Business Days of Completion, prepared in accordance with the provisions of this Schedule 7 and in the form set out in paragraph 4.
1.2 The Purchaser shall notify the Seller whether it accepts or disputes the Draft Net Asset Statement within 20 Business Days of receiving it and, if it disputes either, the notice must:
(a) identify the specific items in the Draft Net Asset Statement which it disputes;
(b) state the reasons for its disagreement with respect to each such item in reasonable detail; and
Net Asset Statement. 10.1 As soon as reasonably practicable after Completion and in any event within 60 days of the Signing Date, the Buyer shall prepare and submit to the Seller a draft of the Net Asset Statement (the “Draft Statement”). The Draft Statement shall be prepared in accordance with Schedule 7 and shall give a figure for the Net Assets. The Seller shall procure that the Buyer is given all such assistance and access to all such information in the Seller’s possession or control as it may reasonably require in order to enable the Buyer to prepare the Draft Statement.
10.2 The Seller shall, within 15 Business Days after receipt of the Draft Statement, give written notice to the Buyer stating whether or not the Seller proposes any amendments to the Draft Statement.
10.3 Unless the Seller gives notice in accordance with clause 10.2 that it has proposed amendments to the Draft Statement, then the Draft Statement shall constitute the Net Asset Statement for the purposes of this Agreement. If the Seller gives notice in accordance with clause 10.2 that it has proposed amendments to the Draft Statement then the Buyer and the Seller shall, within the period of 10 Business Days after receipt by the Buyer of such notice, seek to agree the proposed amendments.
10.4 In the event of:
(a) a failure by the Buyer to submit the Draft Statement to the Seller within the period referred to in clause 10.1; or
(b) any dispute between the Buyer and the Seller as to any matter relevant to the Draft Statement or the Net Asset Statement remaining unresolved at the expiry of the period of 10 Business Days referred to in clause 10.3; such failure or dispute shall be referred to the Accountants in accordance with the provisions as pertain to the appointment of the Accountants as set out at clause 9.4. Such Accountants shall determine the Net Asset Statement. The fees of any such Accountants shall be paid by the Buyer and/or the Seller in the proportions determined by the Accountants. The Buyer and the Seller shall procure that such Accountants are given all such assistance and access to all such information in the Buyer’s or (as the case may be) the Seller’s possession or control as the Accountants may reasonably require in order to determine the Net Asset Statement. Any Accountants appointed under this clause 10 shall act as experts and not as arbitrators and their determination shall be binding on the parties.
10.5 If the Net Assets (being negative) comprise:
(a) a greater negative sum than the ...
Net Asset Statement. 6.15.1 The Purchasers shall procure that as soon as practicable following Closing there shall be drawn up a draft of the Net Asset Statement (the "Draft Net Asset Statement") in accordance with Schedule 6.
6.15.2 The Draft Net Asset Statement as agreed or determined pursuant to paragraph 3 of Schedule 6:
(i) shall constitute the Net Asset Statement for the purposes of this Agreement; and
(ii) shall be final and binding on the parties.
6.15.3 If:
(i) the Net Assets attributable to the Group Companies are less than 'L'15 million, the Seller shall repay to the relevant Purchasers an amount equal to the deficit of Net Assets below the 'L'15 million; or
(ii) the Net Assets attributable to the Group Companies exceed 'L'15 million, the relevant Purchasers shall pay to the Seller an additional amount equal to the excess of Net Assets over 'L'15 million provided that that amount does not exceed the Adjustment Amount, such payments to be made on or before 15 Business Days after the date on which the process described in paragraph 3 of Schedule 6 for the preparation of the Net Asset Statement is complete.
Net Asset Statement. The Net Asset Statement shall be prepared in accordance with UK GAAP prevalent as of December 31, 1998, excluding the impact of FRS 11 and on a basis consistent with the Combined Accounts and shall be drawn up in accordance with the provisions of Sections 2 and 3 below and, to the extent not inconsistent therewith:
Net Asset Statement. The provisions of Schedule 4 shall apply to the drawing up and finalising of the Net Asset Statement.
Net Asset Statement. Within 60 days following the Closing Date, ------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ acting as representative of all Selling Shareholders (the "Shareholders' Representative") shall prepare (or cause to be prepared), issue and deliver to Buyer a statement of the Net Asset Amount (the "Net Asset Statement") and the computation of the Consideration Adjustment (as defined in Section 1.6(d)). The Net Asset Statement shall be prepared as set forth on Schedule 1.6 using the same accounting methods, policies, practices, principles and procedures (the "Methods"), with consistent classifications, judgments, and valuation and estimation methodologies (the "Methodologies"), that were used in the preparation of the December Balance Sheet (as defined in Section 2.2(f)) except as otherwise provided on Schedule 1.6.
Net Asset Statement. Once the US Vendor and the US Purchaser reach (or pursuant to Section 9.2.3 are deemed to reach) agreement on the draft Net Asset Statement or the draft Net Asset Statement is finally determined at any stage of the procedures set out in this Section 9:
9.3.1 the draft Net Asset Statement as so agreed or determined shall constitute the Net Asset Statement for the purposes of this Agreement and shall be final and binding on the parties; and
9.3.2 the Net Asset Value shall be derived from the Net Asset Statement.