Initial Allocation of Net Current Assets Sample Clauses
Initial Allocation of Net Current Assets. Seller and Primary Purchaser acknowledge and agree that the current assets of a Partnership Entity allocable to any period, or accrued, prior to the Closing Date (the “Current Assets”) are credited and accrue to Seller and that the current liabilities of such Partnership Entity allocable to any period, or accrued or incurred, prior to the Closing Date (the “Current Liabilities”) are deemed to be the obligation of Seller. Seller and Primary Purchaser acknowledge that Current Assets and Current Liabilities of a Partnership Entity consist only of cash items or require cash settlement and do not consist of non-cash items, such as straight line rent adjustments and deferred financing costs. For purposes of this Section 7.1, the excess of Current Assets over the Current Liabilities, after making the adjustments described below, shall constitute the “Net Current Assets” of a Partnership Entity (which may be negative if Current Liabilities and other downward adjustments provided for herein of, or with respect to, such Partnership Entity exceed Current Assets and other upward adjustments provided for herein of, or with respect to, such Partnership
Initial Allocation of Net Current Assets. Seller and Primary Purchaser acknowledge and agree that the current assets of a Partnership Entity allocable to any period, or accrued, prior to the Closing Date (the “Current Assets”) are credited and accrue to Seller and that the current liabilities of such Partnership Entity allocable to any period, or accrued or incurred, prior to the Closing Date (the “Current Liabilities”) are deemed to be the obligation of Seller. Seller and Primary Purchaser acknowledge that Current Assets and Current Liabilities of a Partnership Entity consist only of cash items or require cash settlement and do not consist of non-cash items, such as straight line rent adjustments and deferred financing costs. For purposes of this Section 7.1, the excess of Current Assets over the Current Liabilities, after making the adjustments described below, shall constitute the “Net Current Assets” of a Partnership Entity (which may be negative if Current Liabilities and other downward adjustments provided for herein of, or with respect to, such Partnership Entity exceed Current Assets and other upward adjustments provided for herein of, or with respect to, such Partnership Entity). At least five (5) business days prior to the Closing Date, Seller shall, in good faith and in consultation with Primary Purchaser, prepare and deliver to Primary Purchaser a statement (each, a “Preliminary Net Current Assets Statement”) that shall set forth an estimate of Net Current Assets of each Partnership Entity as of the day before the Closing Date (the “Proration Date”), together with supporting documentation. With respect to each Partnership Entity, the Preliminary Net Current Assets Statement and the Final Net Current Assets Statement shall be prepared in accordance with this Section 7.1 and, except as otherwise provided herein, in accordance with GAAP.