Statement of Net Assets Date definition
Examples of Statement of Net Assets Date in a sentence
Since the Interim Statement of Net Assets Date to the date hereof, except as disclosed in Schedule 3.5, the Seller Parties have conducted the Business as presently operated only in the ordinary course of business consistent with past practice.
Seller has delivered to Buyer copies ------------------------------ of: (a) an unaudited statement of net assets as of July 31, 1999 (the "Statement of Net Assets Date") for the AIC Business (the "Statement of Net Assets"), copies of which are attached hereto in Section 5.8 of the Seller's Disclosure --------------------------- Letter.
Since the Interim Statement of Net Assets Date to the date hereof, Seller has conducted the Business as presently operated only in the ordinary course of business consistent with past practice.
Since the Statement of Net Assets Date, no such customer or supplier has terminated its relationship with, or materially reduced its purchases from or sales to, the Division.
The Business does not have any liability of a nature which is material to the Business, except for (a) liabilities shown on the Most Recent Statement of Net Assets, (b) liabilities which have arisen since the Statement of Net Assets Date in the ordinary course of business, (c) contractual and other liabilities which are not required by GAAP to be reflected in financial statements and (d) the Excluded Liabilities.
Since the Statement of Net Assets Date, no Material Adverse Change shall have occurred.
Except as set forth on Schedule 3.4, the Interim Statement of Net Assets (a) has in all material respects been derived from the books and records of Seller and reflects the separation of the operations associated with the Business from other operations of Seller; and (b) fairly presents in all material respects the Acquired Assets and Assumed Liabilities as of the Interim Statement of Net Assets Date and has been prepared in accordance with GAAP.
The accounts receivable set forth on the ------------------- Statement of Net Assets, and all accounts receivable arising since the Statement of Net Assets Date, represent bona fide claims of Seller against debtors for sales, services performed or other charges arising on or before the date hereof, and all the goods delivered and services performed which gave rise to said accounts were delivered or performed in accordance with the applicable orders, contracts or customer requirements.
The unpaid Taxes of each Business Subsidiary for Tax periods through the date of the Most Recent Statement of Net Assets do not exceed the accruals and reserves for Taxes for such Business Subsidiary set forth in the Disclosure Schedule, and all Taxes for such Business Subsidiary attributable to the period commencing on the day following the Statement of Net Assets Date and continuing through the Closing Date have arisen in the ordinary course of business.
The value of inventories (net of reserves) reflected on the Statement of Net Assets, as of the Statement of Net Assets Date and as of the close of business on the day immediately preceding the Closing Date, respectively, represented or will represent Inventories of the stated value that were or will be of such quantity, quality and condition as to be usable or saleable in the ordinary course of business.