Common use of Closing Net Tangible Assets Clause in Contracts

Closing Net Tangible Assets. (a) As promptly as practicable, but no later than 60 days, after the Closing Date, Seller will cause to be prepared and delivered to Buyer the Closing Statement of Net Tangible Assets (the “Closing Statement of Net Tangible Assets”). The Closing Statement of Net Tangible Assets will be accompanied by a certificate of an executive officer of Seller specifying that the Closing Statement of Net Tangible Assets was prepared in accordance with the provisions of this Section 2.04(a). The Closing Statement of Net Tangible Assets shall include only those categories of assets and liabilities and line items included in, and be in form consistent with, the Base Statement of Net Tangible Assets set forth in Appendix 2.04(a). The determination of the Closing Net Tangible Assets shall be made by applying the principles, policies and practices used in connection with the preparation of the relevant portions of the Balance Sheet so long as they are in accordance with GAAP, but shall be subject to the adjustments and clarifications set forth in Appendix 2.04(a). “Closing Net Tangible Assets” means total tangible assets minus total liabilities of the Company and the Subsidiaries as of the Closing Date as shown on the Closing Statement of Net Tangible Assets, determined as set forth in this Section 2.04(a).

Appears in 2 contracts

Samples: Unit Purchase Agreement (Express Parent LLC), Unit Purchase Agreement (Express Parent LLC)

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Closing Net Tangible Assets. (a) As promptly as practicable, but no later than 60 days, after the Closing Date, Seller The Limited will cause to be prepared and delivered to Buyer the Closing Statement of Net Tangible Assets (the "Closing Statement of Net Tangible Assets"). The Closing Statement of Net Tangible Assets will be accompanied by a certificate of an executive officer the Chief Financial Officer of Seller The Limited specifying that the Closing Statement of Net Tangible Assets was prepared in accordance with the provisions of this Section 2.04(a2.03 (a). The Closing Statement of Net Tangible Assets shall include only those categories of assets and liabilities and line items included in, and be in form consistent with, the Base Statement of Net Tangible Assets set forth in Appendix 2.04(a2.03(a). The determination of the Closing Net Tangible Assets shall be made by applying the principles, policies and practices used in connection with the preparation of the relevant portions of the Balance Sheet so long as they are in accordance with GAAPSheet, but shall be subject to the adjustments and clarifications set forth in Appendix 2.04(a2.03 (a) Except for those matters that, on their face, are not relevant to the Balance Sheet, The Limited and Seller hereby represent that the accounting principles, policies and practices set forth in Appendix 2.03 (a) were used in connection with the preparation of the relevant portions of the Balance Sheet, except for gift certificates (as to which differences in accounting principles, policies and practices are set forth in Appendix 2.03(a)). "Closing Net Tangible Assets" means total tangible assets minus total liabilities of the Company and the Subsidiaries as of the Closing Date as shown on the Closing Statement of Net Tangible Assets, determined as set forth in this Section 2.04(a2.03(a).

Appears in 1 contract

Samples: Stock Purchase Agreement (Limited Inc)

Closing Net Tangible Assets. (a) As promptly as practicable, but no later than 60 days, after the Closing Date, Seller will cause to be prepared and delivered to Buyer the Closing Statement of Net Tangible Assets (the “Closing Statement of Net Tangible Assets”). The Closing Statement of Net Tangible Assets will be accompanied by a certificate of an executive officer of Seller specifying that the Closing Statement of Net Tangible Assets was prepared in accordance with the provisions of this Section 2.04(a)) . The Closing Statement of Net Tangible Assets shall include only those categories of assets and liabilities and line items included in, and be in form consistent with, the Base Statement of Net Tangible Assets set forth in Appendix 2.04(a)) . The determination of the Closing Net Tangible Assets shall be made by applying the principles, policies and practices used in connection with the preparation of the relevant portions of the Balance Sheet so long as they are in accordance with GAAP, but shall be subject to the adjustments and clarifications set forth in Appendix 2.04(a)) . “Closing Net Tangible Assets” means total tangible assets minus total liabilities of the Company and the Subsidiaries as of the Closing Date as shown on the Closing Statement of Net Tangible Assets, determined as set forth in this Section 2.04(a)) .

Appears in 1 contract

Samples: Unit Purchase Agreement (Limited Brands Inc)

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Closing Net Tangible Assets. (a) As promptly as practicable, but no later than 60 days, after the Closing Date, Seller The Limited will cause to be prepared and delivered to Buyer the Closing Statement of Net Tangible Assets (the "Closing Statement of Net Tangible Assets"). The Closing Statement of Net Tangible Assets will be accompanied by a certificate of an executive officer the Chief Financial Officer of Seller The Limited specifying that the Closing Statement of Net Tangible Assets was prepared in accordance with the provisions of this Section 2.04(a2.03(a). The Closing Statement of Net Tangible Assets shall include only those categories of assets and liabilities and line items included in, and be in form forma consistent with, the Base Statement of Net Tangible Assets set forth in Appendix 2.04(a2.03(a). The determination of the Closing Net Tangible Assets shall be made by applying the principles, policies and practices used in connection with the preparation of the relevant portions of the Balance Sheet so long as they are in accordance with GAAPSheet, but shall be subject to the adjustments and clarifications set forth in Appendix 2.04(a2.03 (a) Except for those matters that, on their face, are not relevant to the Balance Sheet, The Limited and Seller hereby represent that the accounting principles, policies and practices set forth in Appendix 2.03 (a) were used in connection with the preparation of the relevant portions of the Balance Sheet, except for gift certificates (as to which differences in accounting principles, policies and practices are set forth in Appendix 2.03(a)). "Closing Net Tangible Assets" means total tangible assets minus total liabilities of the Company and the Subsidiaries as of the Closing Date as shown on the Closing Statement of Net Tangible Assets, determined as set forth in this Section 2.04(a2.03(a).

Appears in 1 contract

Samples: Stock Purchase Agreement (Charming Shoppes Inc)

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